UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal
year ended December 31, 2018
or
☐
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: 000-55038
SED INTELLIGENT HOME INC.
(Exact name of
registrant as specified in its charter)
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Nevada
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27-1467606
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(State or
other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification Number)
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4800
Montgomery Lane, Suite 210
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Bethesda, MD
20814
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301-971-3940
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(Address of
Principal Executive Offices)
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Registrant’s
telephone number,
including area
code
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Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to section 12(g) of the Act: Common Stock,
$0.001 par value
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the
Securities
Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of
the Exchange
Act. Yes ☐ 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. Yes ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of
this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files). Yes ☐ No ☐
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K 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. ☐
Indicate by
check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☒
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Emerging growth
company
☐
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If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
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 price
of such common equity, as of the last business day of the
registrant’s most recently completed second fiscal quarter.
The Company’s common stock did not trade during the year
ended December 31, 2018.
Indicate the
number of shares outstanding of each of the registrant’s
classes of common stock, as of the latest practicable date. As of
April 1, 2019, there were 704,043,324 shares outstanding of the
registrant’s common stock, $0.001 par
value.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
Throughout this Report on Form 10-K, the terms the
“Company,” “we,” “us” and
“our” refer to SeD Intelligent Home Inc., and
“our board of directors” refers to the board of
directors of SeD Intelligent Home Inc.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
This Annual Report on Form 10-K contains forward-looking statements
regarding, among other things, our future operating results and
financial position, our business strategy, and other objectives for
our future operations. The words “anticipate,”
“believe,” “intend,” “expect,”
“may,” “estimate,” “predict,”
“project,” “potential” and similar
expression are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. We have based these forward-looking statements
largely on our current expectations and projections about future
events and financial trends that we believe may affect our
business, financial condition and results of operations. There are
a number of important risks and uncertainties that could cause our
actual results to differ materially from those indicated by
forward-looking statements. We may not actually achieve the plans,
intentions or expectations disclosed in our forward-looking
statements, and you should not place undue reliance on our
forward-looking statements. Actual results or events could differ
materially from the plans, intentions and expectations disclosed in
the forward-looking statements we make. Our forward-looking
statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or investments
that we may make.
You should read this Report on Form 10-K and the documents that we
have filed as exhibits to this Report on Form 10-K completely
and with the understanding that our actual future results may be
materially different from what we expect. The forward-looking
statements contained in this Report on Form 10-K are made as of the
date of this Report on Form 10-K, and we do not assume
any obligation to update any forward-looking statements, whether as
a result of new information, future events or otherwise, except as
required by applicable law.
SeD
Intelligent Home Inc.
Form
10-K
For the
Year Ended December 31, 2018
Table
of Contents
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Page
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PART I
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Item 1.
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Business
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2
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Item 1A.
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Risk
Factors
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10
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Item 1B.
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Unresolved
Staff Comments
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15
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Item 2.
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Properties
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15
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Item 3.
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Legal
Proceedings
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15
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Item 4.
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Mine
Safety Disclosures
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15
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PART II
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Item 5.
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Market
for Registrant’s Common Equity, Related Stockholder Matters,
and Issuer Purchases of Equity Securities
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16
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Item 6.
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Selected
Financial Data
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16
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Item 7.
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Management's
Discussion and Analysis of Financial Condition and Results of
Operations
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16
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Item 7A.
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Quantitative
and Qualitative Disclosures About Market Risk
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19
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Item 8.
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Financial
Statements and Supplementary Data
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20
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Item 9.
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosures
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36
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Item 9A.
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Controls
and Procedures
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36
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Item 9B.
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Other
Information
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36
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PART III
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Item 10.
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Directors,
Executive Officers and Corporate Governance
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37
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Item 11.
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Executive
Compensation
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41
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Item 12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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43
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Item
13.
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Certain
Relationships and Related Transactions, and Director
Independence
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44
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Item 14.
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Principal
Accounting Fees and Services
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46
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PART
IV
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Item 15.
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Exhibits,
Financial Statement Schedules
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47
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Item 16.
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Form
10-K Summary
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48
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Signatures
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49
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PART
I
Item 1. Business.
General
SeD Intelligent Home Inc., formerly known as Homeownusa, was
incorporated in the State of Nevada on December 10, 2009 with the
intention of entering into the home equity lease/rent to own
business. The Company is no longer pursuing this business plan. Our
address is 4800 Montgomery Lane, Suite 210, Bethesda, MD, 20814.
Our telephone number is 301-971-3940.
On December 31, 2013, the Company’s sole director and officer
and nine other shareholders sold their interest in the Company to
CloudBiz International Pte, Ltd (“CloudBiz”), a
Singapore corporation. The total number of shares purchased was
15,730 which represented a 69% interest in the Company’s
issued and outstanding common stock (the
“Transaction”). Along with the Transaction, the sole
director and officer resigned and Mr. Conn Flanigan was appointed
as the Company’s Chief Executive Officer and sole director.
On July 7, 2014 CloudBiz invested $37,000 in the Company. For such
investment, CloudBiz received an additional 74 million shares of
the Company’s common stock. In October 2014, the Company
issued 20,534 shares to 30 new investors for total proceeds of
$2,053. On December 22, 2016 Cloudbiz International Pte. Ltd
transferred 74,015,730 common shares to Singapore eDevelopment.
Singapore eDevelopment subsequently contributed its ownership in
the Company to its subsidiary SeD Home International, Inc. (which
also owned SeD Home, Inc. until December 29, 2017, at which time
SeD Home International, Inc. contributed its shares of SeD Home to
the Company). The majority of the Company’s common stock
continues to be owned by SeD Home International, Inc. On January
10, 2017, our board of directors appointed Fai H. Chan as Director.
On March 10, 2017, Mr. Rongguo (Ronald) Wei, CPA, was appointed as
Chief Financial Officer of the Company.
On March 10, 2017, our board of directors approved and ratified a
change in the Company's fiscal year end from January 31 to December
31, effective immediately as of the date of the board approval. On
September 5, 2017, the Company changed its name to SeD Intelligent
Home Inc., and increased its number of authorized shares to
1,000,000,000 (the par value per share remained
$.001).
On December 29, 2017, the Company, SeD Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of the Company
(the “Merger Sub”), SeD Home Inc. (“SeD
Home”), a Delaware corporation, and SeD Home International,
Inc., a Delaware corporation entered into an Acquisition Agreement
and Plan of Merger (the “Agreement”) pursuant to which
the Merger Sub was merged with and into SeD Home, with SeD Home
surviving as a wholly-owned subsidiary of the Company. The closing
of this transaction (the “Closing”) also took place on
December 29, 2017 (the “Closing Date”). Effective as of
the Closing, the Company ceased to be a “shell company”
as that term is defined in Rule 405 of the Securities Act and Rule
12b-2 of the Exchange Act. The Company’s business operations
became those operations that SeD Home is currently conducting, and
may conduct in the future.
In connection with the acquisition of SeD Home, the Company
appointed new officers and directors. Fai H. Chan and Moe T. Chan
serve as co-Chief Executive Officers; Rongguo (Ronald) Wei
and Alan W. L. Lui serve as Co-Chief Financial Officers, and
our Board of Directors includes Fai H. Chan, Moe T. Chan, Conn
Flanigan and Charles MacKenzie.
With the completion of the Company’s acquisition of SeD Home,
we entered into the business of land development. While the Company
will own real estate, the Company does not intend to be a REIT for
federal tax purposes.
SeD Home was incorporated in Delaware on February 24, 2015, and was
named SeD Home USA, Inc. before changing its name in May of
2015. Prior to the Closing, SeD Home was entirely owned and
controlled by Singapore eDevelopment and certain of its
subsidiaries since its incorporation. Since SeD Home’s
incorporation, the management and funding of SeD Home has been
directed by Singapore eDevelopment’s management, including
Singapore eDevelopment’s Chief Executive Officer and
controlling shareholder, Fai H. Chan. The officers and
directors of SeD Home are the same six individuals who are the
officers and directors of the Company (listed above). SeD
Home’s Black Oak project is a 162-acre land sub-division
development located north of Houston, Texas. SeD Home’s
Ballenger Run project is a 197-acre sub-division development near
Washington D.C. in Frederick County, Maryland. SeD Home conducts
its operations through ten wholly and partially owned subsidiaries.
SeD Home’s affiliates will provide project and asset
management via separate agreements with consultants.
2
The land development business involves converting undeveloped land
into buildable lots. When possible, in future projects we will
attempt to mitigate risk by attempting to enter into contracts with
strategic home building partners for the sale of lots to be
developed. In such circumstances, it is our intention that (i) we
will conduct a feasibility study on a particular land development;
(ii) both SeD Home and the strategic home building partners will
work together in connection with acquisition of the appropriate
land; (iii) strategic home building partners will typically agree
to enter into agreements to purchase up to 100% of the buildable
lots to be developed; (iv) SeD Home and the strategic home building
partners will enter into appropriate agreements; and (v) SeD Home
will proceed to acquire the land for development and will be
responsible for the infrastructure development, ensuring the
completion of the project and delivery of buildable lots to the
strategic home building partner.
We also intend, to the fullest extent practicable, to source land
where local government agencies (including county, district and
other municipalities) and public authorities, such as improvement
districts, will reimburse the majority of infrastructure costs
incurred by the land developer for developing the land to build
taxable properties. The developers and public authorities enter
into agreements whereby the developers are reimbursed for their
costs of infrastructure.
The Company will also consider the potential to purchase
foreclosure property development projects from banks, if attractive
opportunities should arise.
The Company, utilizing the extensive business network of its
management and majority shareholder, may from time to time attempt
to forge joint ventures with other parties. Through its
subsidiaries, SeD Home may manage such joint ventures.
In addition to the completion of our current projects, we intend to
seek additional land development projects in diverse regions across
the United States. Such projects may be within both the for-sale
and for-rent markets, and we may expand from residential properties
to other property types, including but not limited to commercial
and retail properties. We will consider projects in diverse regions
across the United States, however, SeD Home and its management and
consultants have longstanding relationships with local owners,
brokers, managers, lenders, tenants, attorneys and accountants to
help it source deals throughout Maryland and Texas. SeD Home will
continue to focus on off-market deals and raise appropriate
financing.
SeD Home, via a subsidiary, is presently exploring opportunities to
expand its current portfolio by developing communities solely
designed for renters. SeD Home is exploring the potential to pursue
this new endeavor in part to improve cash flow and smooth out the
inconsistencies of income in residential land development. SeD Home
will continue to attempt to mitigate risk and maximize
returns. At the present time, SeD Home owns one home through
its subsidiary SeD USA, LLC which is rented. Previously, SeD Home
owned other homes for rent which have been sold.
Entering into the business of building homes with the intention of
owning and renting those homes would provide an opportunity for SeD
Home to create value by (i) acquiring properties for horizontal and
vertical development; (ii) providing fee generation via property
management and leasing; and (iii) capturing rent escalations over
long term periods. SeD Home and its affiliates would provide
property management for customers seeking to offload home
maintenance and lawn care.
Through our subsidiaries, we will explore the potential to pursue
other business opportunities related to real estate. The Company is
evaluating the potential to enter into activities related to real
estate and home technologies, although we note that these potential
opportunities remain at the exploratory stage, and we may not
pursue these opportunities at the discretion of our management. The
Company is particularly exploring opportunities related to smart
home and eco-friendly home technologies.
We also intend to enlarge the scope of property-related services.
Additional planned activities, which we intend to be carried out
through SeD Home, include financing, home management, realtor
services, insurance and home title validation. We may particularly
provide these services in connection with homes we build. These
activities are also in the planning stages.
The Company has expended minimal resources on the projects
currently being explored as potential additions to our core land
development business, consisting primarily of management time,
payments for market studies and expenditures for the development of
proposed floor plans for potential residential developments. The
Company has not yet determined the estimated time frame for when it
might commence operations in any such new business
opportunities.
As of December 31, 2018, we had total assets of $48,600,709 and
total liabilities of $13,733,045. Total assets as of December 31,
2017 were $58,166,606 and total liabilities were
$24,561,292.
3
Employees
At the present time, the Company has four full time employees. Much
of our work is done by contractors retained for projects, and at
the present time we have no part time employees.
Compliance with Government Regulation
The development of our real estate projects will require the
Company to comply with federal, state and local environmental
regulations. In connection with this compliance, our real
estate acquisition and development projects will require
environmental studies. To date, the Company has spent approximately
$42,356 on environmental studies and compliance. Such costs
are reflected in construction progress costs in our financial
statements.
The cost of complying with governmental regulations
is significant and will increase if we add additional real
estate projects and become involved in homebuilding in the future
and are required to comply with certain due diligence procedures
related to third party lenders.
At the present time, we believe that we have all of the material
government approvals that we need to conduct our business as
currently conducted. We are subject to periodic local permitting
that must be addressed, but we do not anticipate that such
requirements for government approval will have a material impact on
our business as presently conducted. We are required to comply with
government regulations and to make filings from time to time with
various government entities. Such work is typically handled by
outside contractors we retain.
Intellectual Property
At the present time, the Company does not own any trademarks, but
we anticipate filing trademark applications as we expand into new
areas of business.
Corporate Organization
The following chart describes the Company’s ownership of
various subsidiaries:
4
Black Oak
Our Black Oak project is a 162-acre land infrastructure development
and sub-division project situated in Magnolia, Texas north of
Houston. 150 Black Oak, Ltd. was a partnership formed by our
former partner prior to our investment in this project. Black Oak
had contracts to purchase seven contiguous parcels of land. Our
initial equity investment was US$4.3 million for ownership of 60%
of the partnership. Upon this initial investment in February 2014,
we changed the name of the partnership to 150 CCM Black Oak, Ltd
(“Black Oak”) and subsequently increased our ownership
to 69%. On July 23, 2018, SeD Development USA, LLC, a wholly owned
subsidiary of the Company, entered into two Partnership Interest
Purchase Agreements through which it purchased an aggregate of 31%
of Black Oak. Prior to the Partnership Interest Purchase
Agreements, the Company owned and controlled Black Oak through its
68.5% limited partnership interest and its ownership of the General
Partner, 150 Black Oak GP, Inc, a 0.5% owner in Black Oak. As a
result of the purchase, the Company, through its subsidiaries, now
owns 100% of Black Oak. 150 Black Oak GP, Inc., is wholly owned by
SeD USA, LLC, which in turn is wholly owned by SeD Home. The
limited partnership interests are owned by SeD Development USA,
Inc., which is wholly owned by SeD Home. 150 Black Oak GP, Inc. was
previously jointly owned with a partner, but is now entirely owned
by SeD USA, LLC.
Black Oak was obligated, under the Limited Partnership Agreement
(as amended) signed between previous limited partners of Black Oak,
to pay a $6,500 per month management fee to Arete Real Estate and
Development Company (Arete), and $2,000 per month to American Real
Estate Investments LLC (AREI). Arete was also entitled to be paid a
developer fee of 3% of all development costs excluding certain
costs. The fees were to accrue until $1,000,000 in revenue and/or
builder deposits relating to the Black Oak Project has received. On
December 31, 2017, the Company had $314,630 owed to Arete and
$48,000 to AREI in accounts payable and accrued expenses. On April
26, 2018, SeD Development USA, Arete and AREI reached an agreement
to terminate the terms related to management fees and developer
fees in the Limited Partnership Agreement. In July 2018, per the
terms of the termination agreement, Black Oak LP paid Arete
$300,000 and AREI $30,000 to fulfill the commitments. Following the
termination of these agreements and the payments, no further
management fees or developer fees have accrued or been
paid.
5
In October 2015, the project obtained a $6.0 million construction
loan from Revere High Yield Fund, LP. This loan was paid off in
October of 2017. Currently the Black Oak project does not have any
financing from third parties.
The site plan at Black Oak is being revised to allow for
approximately 420-512 residential lots of varying sizes. We
anticipate that our involvement in land development aspects of this
project will take approximately three to five additional years to
complete. Since February of 2015, we have completed several
important tasks related to the project, including clearing certain
portions of the property, paving certain roads within the project
and complying with the local improvement district to ensure
reimbursement of these costs.
The
estimated construction costs and completion date for each phase are
as follows:
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Black
Oak
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Estimated
Construction Costs
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Expected
Completion Date
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Phase
1
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$7,080,000
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April
2019
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Phase
2
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5,690,000
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April
2020
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Phase
3
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3,850,000
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August
2020
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Phase
4
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4,020,000
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April
2021
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Total
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$20,640,000
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On July
3, 2018, 150 CCM Black Oak Ltd. entered into a Purchase and Sale
Agreement with Houston LD, LLC for the sale of 124 lots within the
Black Oak project (the “Black Oak Purchase Agreement”).
Pursuant to the Black Oak Purchase Agreement, it was agreed that
124 lots would be sold for a range of prices based on the lot type.
In addition, Houston LD, LLC agreed to contribute a
“community enhancement fee” for each lot, collectively
totaling $310,000 which is held in escrow. 150 CCM Black Oak, Ltd.
will apply these funds exclusively towards an amenity package on
the property. The closing of the transactions contemplated by the
Black Oak Purchase Agreement was subject to Houston LD, LLC
completing due diligence to its satisfaction.
On July
20, 2018, Black Oak LP received $4,592,079 of district
reimbursement for previous construction costs incurred in the land
development. Of this amount, $1,650,000 will remain on deposit in
the District’s Capital Projects Fund for the benefit of Black
Oak LP and will be released upon receipt of the evidence of the:
(a) execution of a purchase agreement between Black Oak LP and a
home builder with respect to the Black Oak development and (b) of
the completion, finishing and making ready for home construction of
at least 105 unfinished lots in the Black Oak development. In 2018,
$446,745 was released to reimburse the construction costs leaving a
balance of $1,203,255 on December 31, 2018.
On
October 12, 2018, 150 CCM Black Oak, Ltd. entered into an Amended
and Restated Purchase and Sale Agreement (the “Amended and
Restated Black Oak Purchase Agreement”) for these 124 lots.
Pursuant to the Amended and Restated Black Oak Purchase Agreement,
the purchase price remained at $6,175,000. 150 CCM Black Oak, Ltd.
was required to meet certain closing conditions and the timing for
the closing was extended.
On
January 18, 2019, the sale of 124 lots at Black Oak was completed
for $6,175,000 and the community enhancement fee equal to $310,000
was delivered to the escrow account.
At the present time, the Company is also considering expanding its
current policy of selling buildable lots to include a strategy of
building housing for sale or rent, particularly at our Black Oak
property.
Ballenger Run
In November 2015, we completed the $15.65 million acquisition of
Ballenger Run, a 197-acre land sub-division development located in
Frederick County, Maryland. Previously, on May 28, 2014, the
RBG Family, LLC entered into the Assignable Real Estate Sales
Contract with NVR, Inc. (“NVR”) by which RBG Family,
LLC would sell the 197 acres for $15,000,000 to NVR. On December
10, 2014, NVR assigned this contract to SeD Maryland Development,
LLC in the Assignment and Assumption Agreement and entered into a
series of Lot Purchase Agreements by which NVR would purchase
subdivided lots from SeD Maryland Development, LLC.
6
SeD Maryland Development’s acquisition of the 197
acres was funded in part from a $5.6 million deposit from NVR
Inc. (“NVR”). The balance of $10.05 million was derived
from a total equity contribution of $15.2 million by SeD Ballenger
LLC (“SeD Ballenger”) and CNQC Maryland Development LLC
(a unit of Qingjian International Group Co, Ltd, China,
“CNQC”). The project is owned by SeD Maryland
Development, LLC (“SeD Maryland”). SeD Maryland is
83.55% owned by SeD Ballenger and 16.45% by CNQC.
SeD Maryland entered into a Project Development and Management
Agreement for Ballenger Run with MacKenzie Development Company, LLC
and Cavalier Development Group, LLC on February 25, 2015. MacKenzie
Development Company, LLC assigned its rights and obligations to
this agreement to Adams Aumiller Properties, LLC on September 9,
2017. Pursuant to this Project Development and Management
Agreement, Adams Aumiller, LLC and Cavalier Development Group, LLC
coordinate and manage the construction, financing, and development
of Ballenger Run. SeD Maryland compensates Adams Aumiller LLC and
Cavalier Development Group, LLC with a monthly aggregate fee of
$14,667 until all single family and townhome lots are sold. The
monthly aggregate fee will then adjust to $11,000 which will
continue for approximately eight months to allow all close out
items to be finished including the release of guarantees and
securities as required by the government authorities. The Project
Development and Management Agreement for Ballenger Run also
requires SeD Maryland to pay a fee of $1,200 and $500 for each
single-family and townhome, respectively, sold to a third party.
SeD Maryland also paid a fee of $50,000 after the sale of the
parcel underlying the multi-family lots in August
2018.
This property is zoned for 443 entitled Residential Lots, 210
entitled Multifamily Units and 200 entitled continuing care
retirement community units approved for twenty (20) years from the
date of a Developers Rights & Responsibilities Agreement dated
October 8, 2014, as amended on September 6, 2016. We are presently
seeking to revise the zoning of this property to include 479
entitled residential lots and 210 entitled multi-family units, with
no entitled continuing care retirement community units. We
anticipate that the completion of our involvement in this project
will take approximately three years from the date of this Annual
Report.
Revenue from Ballenger Run is anticipated to come from three main
sources:
● The sale of 479 entitled and constructed residential lots
to NVR;
● The sale of the lot for the 210 entitled multi-family
units; and
● The sale of 479 front foot benefit
assessments.
Revenues may be adversely impacted, if we fail to attain certain
goals, meet certain conditions or if market prices for this
development unexpectedly begin to drop.
The estimated construction costs and completion date for each phase
are as follows:
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Ballenger Run
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Estimated Construction Costs
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Expected Completion Date
|
|
Phase 1
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$13,786,000
|
Completed
|
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Phase 2
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10,210,000
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December 2019
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Phase 3
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10,170,000
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September 2020
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Phase 4
|
3,460,000
|
March 2020
|
|
Phase 5
|
1,690,000
|
December 2021
|
|
Total
|
$39,316,000
|
|
Financing from Union Bank (f/k/a The Bank of Hampton Roads, Shore
Bank and Xenith Bank) closed simultaneous with the settlement on
the land on November 23, 2015, pursuant to a subsequent amendment
to the terms of this loan, the loan provides (i) for a maximum of
$11 million outstanding; (ii) that the maturity of this loan will
be December 31, 2019; and (iii) includes an $800,000 letter of
credit facility, with an annual rate of 1.5% on all issued letters
of credit.
This loan is to fund the development of the first 276 lots, the
multi-family parcel and senior living parcel, the amenities
associated with these phases, and certain road
improvements.
Expenses from Ballenger Run include, but are not limited to costs
associated with land prices, closing costs, hard development costs,
cost in lieu of construction, soft development costs and interest
costs. We presently estimate these costs to be between $55 and $56
million. We may also encounter expenses which we have not
anticipated, or which are higher than presently
anticipated.
7
This project will have five phases. The first phase has been
completed and we are currently in the second phase for completion
of this project.
The following chart describes the various phases of this project
(the chart does not reflect our current attempt to revise the
zoning at this project to reflect the addition of 36 villa lots to
replace the 200 continuing care retirement community units
originally planned):
Phase 1 construction of all infrastructure was completed in 2017.
The initial model lot sales with NVR began in May 2017 and all lot
sales of varying types as outlined in the chart set forth above are
continuing through the first quarter of 2018. In the fourth quarter
of 2017 all improvement plans and cost estimates were approved for
Phases 2A, 2B, 2C and 2D. Phase 2B is the next phase of lot
takedowns for NVR. Phase 2B plat recordation and final construction
began in March of 2018. Lot sales to NVR also began in March of
2018.
Phases 2A and 2C plat
recordation and construction began in June of 2018. Phase 2D
construction began in September.
Sale of Residential Lots
The 479 Residential Lots were contracted for sale under a Lot
Purchase Agreement to NVR, a company based in the US and listed on
the New York Stock Exchange. NVR is a home builder which is engaged
in the construction and sale of single-family detached homes,
townhouses and condominium buildings. It also operates a mortgage
banking and title services business. Under the Lot Purchase
Agreements, NVR provided SeD Home with an upfront deposit
of $5.6 million and has agreed to purchase the lots at a range
of prices. The lot types and quantities to be sold to NVR under the
Lot Purchase Agreements include the following:
8
|
Lot Type
|
Quantity
|
|
Single
Family Detached Large
|
85
|
|
Single
Family Detached Small
|
89
|
|
Single
Family Detached Neo Traditional
|
33
|
|
Single
Family Attached 28’ Villa
|
121
|
|
Single
Family Attached 20’ End Unit
|
46
|
|
Single
Family Attached 16’ Internal Unit
|
105
|
|
Total
|
479
|
There are five different types of Lot Purchase Agreements
(“LPAs”), which are essentially the same except for the
price and unit details for each type of lot. Under the LPAs, NVR
shall purchase 30 available lots per quarter. The LPAs provide
several conditions related to preparation of the lots which must be
met so that a lot can be made available for sale to NVR. SeD
Maryland is to provide customary lot preparation including but not
limited to survey, grading, utilities installation, paving, and
other infrastructure and engineering. In the event NVR does not
purchase the lots under the LPAs, SeD Maryland would be entitled to
keep the NVR deposit and terminate the LPAs. Should SeD Maryland
breach the LPAs, it would have to return the remainder of the NVR
deposit that has not already been credited to NVR for any sales of
lots under the LPAs and NVR would be able to seek specific
performance of the LPAs as well as any other rights available at
law or in equity.
The sale of 13 model lots to NVR began in May of 2017. 102 lots
were sold in the year ended December 31, 2018, compared to 42 lots
sold in the year ended December 31, 2017.
NVR
has started marketing houses and has commenced
sales.
Sale of Lots for the Multi-family Units
In June
2016, SeD Maryland entered into a lot purchase agreement with
Orchard Development Corporation relating to the sale of 210
multifamily units in the Ballenger Run Project for a total purchase
price of $5,250,000, which closed on August 7, 2018.
Sale of the Front Foot Benefit Assessments
We have established a front foot benefit assessment on all of the
NVR lots. This is a 30-year annual assessment allowed in Frederick
County which requires homeowners to pay the developer to reimburse
the costs of installing public water and sewer to the lots. These
assessments become effective as homes are settled, at which time we
can sell the collection rights to the assessments to investors who
will pay a lump sum up front so we can realize the revenue sooner.
Front foot benefit assessments are subject to amendment by
regulatory agencies, legislative bodies, and court rulings, and any
changes to front foot benefit assessments could cause us to
reassess these projections.
Wetland Impact Permit
The Ballenger project will require a joint wetland impact permit,
which requires the review of several state and federal agencies,
including the US Army Corps of Engineers. The permit is primarily
required for Phase 3 construction which will not start until 2019
or later but it also affects a pedestrian trail at the Ballenger
project and the multi-family sewer connection. The US Army Corps of
Engineers allowed us to proceed with construction on Phase 1 but
required archeological testing.
As of
the date of this report, the archeological testing has been
completed with no further recommendations on Phase 1 of the
project. Required architectural studies on the final phase of
development will likely result in the loss of only one lot,
however, we cannot be certain of future reviews and their impact on
the project.
K-6 Grade School Site
In connection with getting the necessary approvals for the
Ballenger Project, we agreed to transfer thirty acres of land that
abuts the development for the construction of a local K-6 grade
school. We will not be involved in the construction of such
school.
9
Home Incubation Project
Recognizing that large land sub-division projects have a longer
time horizon, we previously introduced a home incubation initiative
to market completed U.S. single-family homes, with existing
tenants, to investors in Asia (the “Home Incubation
Project”).
Under the Home Incubation Project, we purchased 27 homes, mostly
located in Texas. We sold 24 of the homes by the end of 2016 and an
additional two in 2017. SeD Home retains only one rental home
at the present time.
Competition
There are a number of companies engaged in the development of land.
Should we expand our operations into the business of constructing
homes ourselves, we will face increased competition, including
competition from large, established and well-financed companies,
some of which may have considerable ties and experience in the
geographical areas in which we seek to operate. Similarly, as we
consider other opportunities we may wish to pursue in addition to
our current land development business, we anticipate that we will
face experienced competitors.
We will compete in part on the basis of the skill, experience and
innovative nature of our management team, and their track record of
success in diverse industries.
Item 1A. Risk Factors.
An investment in our common stock involves a high degree of risk.
You should carefully consider the risks described below and the
other information in this report before making a decision to invest
in our common stock. If any of the following risks and
uncertainties develop into actual events, our business, results of
operations and financial condition could be adversely affected. In
those cases, the trading price of our common stock could decline
and you may lose all or part of your investment.
Risks Related to Our Company
We will need additional capital to expand our current operations or
to enter into new fields of operations.
Both the expansion of our current land development operations into
new geographic areas and the proposed expansion of the Company into
new businesses in the real estate industry will require additional
capital. We will need to seek additional financing either through
borrowing, private offerings of our securities or through strategic
partnerships and other arrangements with corporate partners. We
cannot be assured that additional financing will be available to
us, or if available, will be available to us on terms favorable to
us. If adequate additional financing is not available on acceptable
terms, we may not be able to implement our business development
plan or expand our operations.
We must retain key personnel for the success of our
business.
Our success is highly dependent on the skills and knowledge of our
management team, including their knowledge of our projects and
network of relationships. If we are unable to retain the members of
such team, or adequate substitutes, this could have a material
adverse effect on our business and financial
condition.
If we fail to effectively manage our growth our future business
results could be harmed and our managerial and operational
resources may be strained.
As we proceed with the expansion of our operations, we expect to
experience significant and rapid growth in the scope and complexity
of our business. We will need to hire additional personnel in order
to successfully advance our operations. This growth is likely to
place a strain on our management and operational resources. The
failure to develop and implement effective systems, or to hire and
retain sufficient personnel for the performance of all of the
functions necessary to effectively service and manage our potential
business, or the failure to manage growth effectively, could have a
materially adverse effect on our business and financial
condition.
10
There are risks related to conflicts of interest with our partners
in the Ballenger Run Project.
The Company owns the Ballenger Run Project with another LLC member.
This entity is controlled, however, by the Company not only through
the Company’s majority voting interest in such project, but
also through the control of the entity responsible for such
project’s day-to-day operations. The project will be
dependent upon SeD Development Management LLC, a subsidiary of SeD
Home, for the services required for its operations. The
Company’s control of both the voting control of this project
as well as the control of the entity responsible for the day to day
interests of the project could create conflicts of interest between
our Company and our partner in the project. SeD Maryland, the owner
of the project, has no employees, and this project will be
dependent upon SeD Development Management LLC and its affiliates
for the services required for its operations.
The terms of the Management Agreement between SeD Maryland and SeD
Development Management LLC were not negotiated at
arm’s-length, although it was adopted by CNQC, the other
member. Pursuant to the Management Agreement, the owners of SeD
Maryland, SeD Ballenger and CNQC, have delegated the day-to-day
operations of developing Ballenger Run to SeD Development
Management, LLC.
Despite this delegation, potential conflict between CNQC and SeD
Development Management, LLC regarding the management of day-to-day
operations of Ballenger Run could undermine our ability to
effectively implement our vision for these projects, and could
result in costly and time-consuming litigation.
Members of our management may face competing demands relating to
their time, and this may cause our operating results to
suffer.
Fai H. Chan, one of our Co-Chief Executive Officers, is both an
officer and director of Singapore eDevelopment, the entity which
owns SeD Home International, Inc., our majority shareholder. Mr.
Chan is involved in a number of other projects other than our
Company’s real estate business and will continue to be so
involved. Moe T. Chan is a consultant to Singapore eDevelopment and
will also be involved in projects other than our Company’s
real estate business. Both of our Co-Chief Executive Officers have
their primarily residences and business offices in Asia, and
accordingly, there will be limits on how often they are able to
visit the locations of our real estate projects. Similarly, our
Co-Chief Financial Officers are both also engaged in non-real
estate activities of Singapore eDevelopment, and only one of our
Co-Chief Financial Officers resides and works in the United States
(at an office located in Bethesda, MD).
Since some members of our board of directors are not residents of
the United States, shareholders may not be able to enforce a U.S.
judgment for claims brought against such directors.
Several members of our senior management team, including our
Co-Chief Executive Officers, have their primary residences and
business offices in Asia, and some portion of the assets of these
directors are located outside the United States. As a result, it
may be more difficult for shareholders to enforce a lawsuit within
the United States against these non-U.S. residents than if they
were residents of the United States. Also, it may be more difficult
for shareholders to enforce any judgment obtained in the United
States against the assets of our non-U.S. resident management
located outside the United States than if these assets were located
within the United States. A foreign court may not enforce
liabilities predicated on U.S. federal securities laws in original
actions commenced in certain foreign jurisdictions, or judgments of
U.S. courts obtained in actions based upon the civil liability
provisions of U.S. federal securities laws.
Concentration of ownership of our common stock by our majority
shareholder will limit other investors from influencing significant
corporate decisions.
Our majority shareholder will be able to make decisions such as (i)
making amendments to our certificate of incorporation and by-laws,
(ii) whether to issue additional shares of common stock and
preferred stock, (iii) employment decisions, including compensation
arrangements, (iv) whether to enter into material transactions with
related parties, (v) election and removal of directors and (vi) any
merger or other significant corporate transactions. The interests
of our majority shareholder may not coincide with the interests of
other shareholders.
11
Our relationship with our majority shareholder and its parent and
affiliates may be on terms which are perceived by investors as more
or less favorable than those that could be obtained from third
parties.
Our majority shareholder, SeD Home International, Inc., presently
owns 99.99% of our issued and outstanding common stock. While we
anticipate that such percentage will be diluted over time, our
majority shareholder, its parent and affiliates will be perceived
as having influence over our management and operations, and any
loans or other agreements which we may enter into with our majority
shareholder and its parent and affiliates may be perceived by
investors as being on terms that are less favorable than we could
otherwise receive; such perception could adversely impact the price
of our common stock. Similarly, such agreements could be perceived
as being on terms more favorable than those that could be obtained
from third parties, and any unwillingness by our majority
shareholder and its parent and affiliates to engage with our common
stock could discourage investors.
Risks Relating to the Real Estate Industry
The market for real estate is subject to fluctuations that may
impact the value of the land or housing inventory that we hold,
which may impact the price of our common stock.
Investors should be aware that the value of any real estate we own
may fluctuate from time to time in connection with broader market
conditions and regulatory issues which we cannot predict or
control, including interest rates, the availability of credit, the
tax benefits of homeownership and wage growth, unemployment and
demographic trends in the regions in which we conduct business.
Should the price of real estate decline in the areas in which we
have purchased land, the price at which we will be able to sell
lots to home builders, or if we build houses, the price at which
can sell such houses to buyers, will decline.
The regulation of mortgages could adversely impact home
buyers’ willingness to buy new homes which we may be involved
in building and selling.
If we become active in the construction and sale of homes to
customers, the ability of home buyers to get mortgages could have
an impact on our sales, as we anticipate that the majority of home
buyers will be financed through mortgage financing.
An increase in interest rates will cause a decrease in the
willingness of buyers to purchase land for building homes and
completed homes.
An increase in interest rates will likely impact sales, reducing
both the number of homes and lots we can sell and the price at
which we can sell them.
Our business, results of operations and financial condition could
be adversely impacted by significant inflation or
deflation.
Significant inflation could have an adverse impact on us by
increasing the costs of land, materials and labor. We may not be
able to offset cost increases caused by inflation. In addition, our
costs of capital, as well as those of our future business partners,
may increase in the event of inflation, which may cause us to need
to cancel projects. Significant deflation could cause the value of
our inventories of land or homes to decline, which could sharply
impact our profits.
New environmental regulations could create new costs for our land
development business, and other business in which we may commence
operations.
At the present time, we are subjected to a number of environmental
regulations. If we expand into the business of building homes
ourselves, we will be subjected to an increasing number of
environmental regulations. The number and complexity of local,
state and federal regulations may increase over time. Additional
environmental regulations can add expenses to our existing
business, and to businesses which we may enter into the future,
which may reduce our profits.
Zoning and land use regulations impacting the land development and
homebuilding industries may limit our activities and increase our
expenses, which would adversely affect our profits.
We must comply with zoning and land use regulations impacting the
land development and home building industries. We will need to
obtain the approval of various government agencies to expand our
operations as currently into new areas and to commence the building
of homes. Our ability to gain the necessary approvals is not
certain, and the expense and timing of approval processes may
increase in ways that adversely impact our profits.
12
The availability and cost of skilled workers in the building trades
may impact the timing and profitability of projects that we
participate in.
Should there be a lack of skilled workers to be retained by our
Company and its partners, the ability to complete land development
and potential construction projects may be delayed.
Shortages in required materials could impact the profitability of
construction partnerships we may participate in.
Should a shortage of required materials occur, such shortage could
cause added expense and delays that will undermine our
profits.
Our ability to have a positive relationship with local communities
could impact our profits.
Should we develop a poor relationship with the communities in which
we will operate, such relationship will impact our
profits.
We may face litigation in connection with either our current
activities or activities which we may conduct in the
future.
As we expand our activities, the likelihood of litigation shall
increase. The expenses of such litigation may be substantial. We
may be exposed to litigation for environmental, health, safety,
breach of contract, defective title, construction defects, home
warranty and other matters. Such litigation could include expensive
class action matters. We could be responsible for matters assigned
to subcontractors, which could be both expensive and difficult to
predict.
As we expand operations, we will incur greater insurance costs and
likelihood of uninsured losses.
If we expand our operations into home building, we may experience
material losses for personal injuries and damage to property in
excess of insurance limits. In addition, our premiums may
raise.
Health and safety incidents that occur in connection with our
potential expansion into the home building business could be
costly.
If we commence operations in the homebuilding business, we will be
exposed to the danger of health and safety risks to our employees
and contractors. Health and safety incidents could result in the
loss of the services of valued employees and contractors and expose
us to significant litigation and fines. Insurance may not cover, or
may be insufficient to cover, such losses.
Adverse weather conditions, natural disasters and man-made
disasters may delay our projects or cause additional
expenses.
The land development operations which we currently conduct and the
construction projects which we may become involved in at a later
date may be adversely impacted by unexpected weather and natural
disasters, including but not limited to storms, hurricanes,
tornados, floods, blizzards, fires or earthquakes. Man-made
disasters including terrorist attacks, electrical outages and
cyber-security incidents may also impact the costs and timing of
the completion of our projects. Cyber-security incidents, including
those that result in the loss of financial or other personal data,
could expose us to litigation and reputational damage. If insurance
is unavailable to us on acceptable terms, or if our insurance is
not adequate to cover business interruptions and losses from the
conditions described above and similar incidents, or results of
operations will be adversely affected. In addition, damage to new
homes caused by these conditions may cause our insurance costs to
increase.
We have a concentration of revenue and credit risk with one
customer.
We have been highly dependent on sales of residential lots to NVR.
Pursuant to agreements between NVR and SeD Maryland Development,
LLC, NVR will be the sole purchaser of 479 residential lots at our
Ballenger project (subject to an increase in zoning approvals for
the number of residential lots from 443 to 479). During 2018, we
received $12.0 million in revenue from lot sales to NVR. Therefore,
at the present time, a significant portion of our business depends
largely on NVR’s continued relationship with us. A decision
by NVR to discontinue or limit its relationship with us could have
a material adverse impact on the Company.
13
Risks Associated with Real Estate Related Debt and Other
Investments
Any real estate debt security that we originate or purchase is
subject to the risks of delinquency and foreclosure.
We may originate and purchase real estate debt securities, which
are subject to numerous risks including delinquency and
foreclosure. We will not have recourse to the personal assets of
our tenants. The ability of a lessee to pay rent depends primarily
upon the successful operation of the property, rather than upon the
existence of independent income or assets of the
tenant.
Any hedging strategies we utilize may not be successful in
mitigating our risks.
We may enter into hedging transactions to manage, for example, the
risk of interest rate or price changes. To the extent that we may
occasionally use derivative financial instruments, we will be
exposed to credit, basis and legal enforceability risks. Derivative
financial instruments may include interest rate swap contracts,
interest rate cap or floor contracts, futures or forward contracts,
options or repurchase agreements. In this context, credit risk is
the failure of the counterparty to perform under the terms of the
derivative contract. If the fair value of a derivative contract is
positive, the counterparty owes us, which creates credit risk for
us. Basis risk occurs when the index upon which the contract is
based is more or less variable than the index upon which the hedged
asset or liability is based, thereby making the hedge less
effective. Finally, legal enforceability risks encompass general
contractual risks, including the risk that the counterparty will
breach the terms of, or fail to perform its obligations under, the
derivative contract. We may not be able to manage these risks
effectively.
Risks Related to Our Potential Expansion into New Fields of
Operations
If we pursue the development of new technologies, we will be
required to respond to rapidly changing technology and customer
demands.
In the event that the Company enters the business of developing
“Smart Home” and similar technologies (an area which we
are presently exploring), the future success of such operation will
depend on our ability to adapt to technological advances,
anticipate customer demands and develop new products. We may
experience technical or other difficulties that could delay or
prevent the development, introduction or marketing of products.
Also, we may not be able to adapt new or enhanced services to
emerging industry standards, and our new products may not be
favorably received.
Risks Related to Our Common Stock
The shares of our common stock are currently not being traded and
there can be no assurance that there will be an active market in
the future.
Our shares of common stock are not publicly traded, and if trading
commences, the price may not reflect our value. There can be no
assurance that there will be an active market for our shares of
common stock in the future. As a result, investors may not be able
to liquidate their investment or liquidate it at a price that
reflects the value of the business.
It is possible that we will not establish an active market unless
our stock is listed for trading on an exchange, and we cannot
assure shareholders that we will ever satisfy exchange listing
requirements.
It is possible that a significant trading market for our shares
will not develop unless the shares are listed for trading on a
national exchange. Exchange listing would require us to satisfy a
number of tests as to corporate governance, public float,
shareholders, equity, assets, market makers and other matters, some
of which we do not currently meet. We cannot assure shareholders
that we will ever satisfy listing requirements for a national
exchange or that there ever will be significant liquidity in our
shares.
If we issue additional shares of our common stock, shareholders
will experience dilution of their ownership interest.
We may issue shares of our authorized but unissued equity
securities in the future. Such shares may be issued in connection
with raising capital, acquiring assets or firing or retaining
employees or consultants. If we issue such shares,
shareholders’ ownership will be diluted.
14
We do not intend to pay dividends in the foreseeable future, and
investors should not purchase our stock expecting to receive
dividends.
We have not paid any dividends on our common stock in the past, and
we do not anticipate that we will pay dividends in the foreseeable
future. Accordingly, some investors may decline to invest in our
common stock, and this may reduce the liquidity of our
stock.
The limitations on liability for officers, directors and employees
under the laws of the State of Nevada and the existence of
indemnification rights for our officers, directors and employees
could result in substantial expenditures by the Company and could
discourage lawsuits against our officers, directors and
employees.
Our Articles of Incorporation contain a specific provision that
eliminates the liability of our officers and directors for monetary
damages to our company and shareholders. Further, we intend to
provide indemnification to our officers and directors to the
fullest extent permitted by the laws of the State of Nevada. We may
also enter into employment and other agreements in the future
pursuant to which we will have indemnification obligations. The
foregoing indemnification obligations could result in the Company
incurring substantial expenditures to cover the cost of settlement
or damage awards against officers and directors. These obligations
may discourage the filing of derivative litigation by our
shareholders against our officers and directors even where such
litigation may be perceived as beneficial by our
shareholders.
Item 1B. Unresolved Staff Comments.
Not Applicable.
Item 2. Properties.
Black Oak
The Black Oak property is located in Montgomery County in Magnolia,
Texas. This property is located east of FM 2978 via Standard Road
to Dry Creek Road and South of the Woodlands, one of the most
successful, fastest growing master planned communities in Texas.
This residential land development consists of approximately 450
lots on 162
acres. Black Oak LP is the primary developer
responsible for all infrastructure development. This property is
included in Harris County Improvement District
#17.
Ballenger Run
Ballenger Run is a residential land development project located in
Frederick County in Frederick, Maryland. This property is located
approximately 40 miles from Washington, DC, 50 miles from Baltimore
and is located less than four miles from I-70 and I-270. Ballenger
Run is situated on approximately 197 acres of land and entitled for
853 residential units consisting of 443 residential Lots, 210
multi-family units and 200 age restricted units, however,
we are presently seeking to revise the
zoning of this property to include 479 entitled residential lots
and 210 entitled multi-family units, with no entitled continuing
care retirement community units. SeD Maryland Development, LLC is
the primary developer responsible for all infrastructure
development.
SeD Maryland will pursue the required zoning
approval to change the number of lots.
Development of Properties
At the present time, the Company is considering expanding its
current policy of selling buildable lots to include a strategy of
building housing for sale or rent, particularly at our Black Oak
property.
Office Space
At the present time, the Company is renting offices in Houston,
Texas and Bethesda, Maryland through SeD Home. At the present time,
our office space is sufficient for our operations as presently
conducted, however, as we expand into new projects and into new
areas of operations we anticipate that we will require additional
office space.
Item 3. Legal Proceedings.
The Company is not a party to any pending legal proceedings, and no
such proceedings are known to be contemplated.
There are no material proceedings to which any director, officer or
affiliate of the Company, or any owner of record or beneficially of
more than five percent of any class of voting securities of the
Company, or any associate of any such director, officer, affiliate
of the Company, or security holder is a party adverse to the
Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries.
Item 4. Mine Safety Disclosures
Not applicable.
15
PART II
Item 5. Market for Company’s Common Equity, Related
Stockholder Matters and Small Business Issuer Purchases of Equity
Securities
Market Information
There is presently no established public trading market for our
shares of common stock. We do plan to reapply for quoting of
our common stock on the OTC Bulletin Board. However, we can provide
no assurance that our shares of common stock will be quoted on
the Bulletin Board or, if traded, that a public market will
materialize. In connection with the change of the Company’s
name from Homeownusa to SeD Intelligent Home Inc., the
Company’s symbol changed from HMUS to SEDH on December 13,
2017.
Holders
At March 22, 2019, the Company had 53 shareholders.
Dividends
Since inception we have not paid any dividends on our common stock.
We currently do not anticipate paying any cash dividends in the
foreseeable future on our common stock. Although we intend to
retain our earnings, if any, to finance the exploration and growth
of our business, our board of directors will have the discretion to
declare and pay dividends in the future. Payment of dividends in
the future will depend upon our earnings, capital requirements, and
other factors, which our board of directors may deem
relevant.
Securities authorized for issuance under equity compensation
plans.
The Company does not have securities authorized for issuance under
any equity compensation plans
Performance graph
Not applicable to smaller reporting companies.
Recent sales of unregistered securities; use of proceeds from
registered securities
On December 29, 2017, we issued 630,000,000 shares of our Common
Stock to SeD Home International, Inc., the sole shareholder of SeD
Home, in exchange for all 500,000,000 of the issued and outstanding
shares of SeD Home. Such securities were not registered under the
Securities Act of 1933 and were issued pursuant to the exemption
under Section 4(2) of the Securities Act.
Purchases of Equity Securities by the issuer and affiliated
purchasers
The Company did not repurchase any shares of the Company’s
common stock during 2018.
Item 6. Selected Financial Data.
Not applicable to smaller reporting companies.
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
This Form 10-K contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. For this purpose, any statements contained in this Form 10-K
that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, words
such as “may”, “will”,
“expect”, “believe”,
“anticipate”, “estimate” or
“continue” or comparable terminology are intended to
identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, and actual
results may differ materially depending on a variety of factors,
many of which are not within our control. These factors include by
are not limited to economic conditions generally and in the
industries in which we may participate; competition within our
chosen industry, including competition from much larger
competitors; technological advances and failure to successfully
develop business relationships.
16
Results of Operations
Results of Operations for the Year Ended December 31, 2018 Compared
to the Year Ended December 31, 2017
|
|
Year
Ended
|
|
|
|
December 31,
2018
|
December 31,
2017
|
|
Revenue
|
$
17,675,034
|
$
6,957,042
|
|
Operating
Expenses
|
$
16,389,804
|
$
7,336,319
|
|
Net Income
(Loss)
|
$
1,322,350
|
$
(249,769
)
|
Revenue
Revenue was $17,675,034 for the period ended December 31, 2018 as
compared to $6,957,042 for the period ended December 31, 2017. This
increase in revenue is primarily attributable to the Company having
an increase in property sales from the Ballenger Project. We
anticipate even higher level of revenue from sales in 2019.
Builders are required to purchase minimum numbers of lots based on
sales agreements we enter into with them. We collect revenue from
the sale of lots to builders; we do not build any houses ourselves
at the present time.
Income
from the sale of Front Foot Benefits, assessed on Ballenger Run
project lots, increased from $0 in the year ended December 31, 2017
to $413,613 in year ended December 31, 2018. The increase is a
result of the increased sale of properties in 2018. The revenue is
expected to further increase in 2019 as we sell more
lots.
Rental income declined from $88,438 in the period ended December
31, 2017 to $8,730 in the period ended December 31, 2018 as certain
rental properties were sold (we now own only one rental property).
Unless we acquire additional rental-income producing assets, such
rental income may decline further in 2019 if this remaining rental
home is sold.
Operating Expenses
Cost of sales increased from $6,217,779 in the period ended
December 31, 2017 to $ 15,641,324 in the period ended December 31,
2018. The Company had a gross margin of 12% in 2018 compared to 11%
in 2017, as there have not been any significant changes to
projected project costs.
The general and administrative expenses decreased from $1,118,540
for the period ended December 31, 2017 to $748,480 for the period
ended December 31, 2018 due to a decrease in professional
fees.
Net Income (Loss)
After a net loss of $249,769 for the period ended December 31,
2017, we had a net income of $1,322,350 for the period ended on
December 31, 2018, in large part because of our increased property
sales from our Ballenger project.
Liquidity and Capital Resources
Our real estate assets have decreased to $43,764,545 of December
31, 2018 from $52,543,092 as of December 31, 2017. This decrease
primarily reflects a higher increase in the cost of sales than in
the capitalized costs related to the construction in progress. Our
liabilities declined from $24,561,292 at December 31, 2017 to
$13,733,045 at December 31, 2018. Our total assets have decreased
to $48,600,709 as of December 31, 2018 from $58,166,606 as of
December 31, 2017.
As of December 31, 2018, we had cash in the amount of $715,754,
compared to $358,233 as of December 31, 2017. Our Ballenger Run
revolver loan balance from Union Bank was $13,899 at December 31,
2018 and $8,132,020 at December 31, 2017 and the credit limit is
$11 million. In addition, we owed $6 million to Revere High Yield
Fund, which was paid off in October 2017 with related party debt.
The interest of related party loans is accruing and the due date of
these loans could be extended.
Based
on the sales contract with NVR, the 2019 revenue from Ballenger
project is expected to be approximately $17.2 million. The loan
from Union Bank was repaid in January of 2019.
Currently the Black Oak project does not have any financing from
third parties.
On July 20, 2018, Black Oak was reimbursed
$4,592,079 from the Harris County Improvement District 17
(“HC17”) for previous expenses incurred by Black Oak in
the development and installation of infrastructure within the Black
Oak project.
The future development
timeline of Black Oak is based on multiple limiting conditions,
such as the amount of the funds raised from capital market, the
loans from third party financial institutions, and the government
reimbursements, etc. The development will be step by step and
expenses will be contingent on the amount of funding we will
receive.
17
Summary of Cash Flows
A summary of cash flows from operating, investing and financing
activities for the years ended December 31, 2018 and 2017 are as
follows:
|
|
2018
|
2017
|
|
|
|
|
|
Net
cash Provided by (Used in) Operating Activities
|
$
12,209,666
|
$
(2,688,056
)
|
|
Net
Cash Used in Investing Activities
|
$
(3,000
)
|
$
(7,892
)
|
|
Net
Cash (Used in) Provided by financing activities
|
$
(10,576,405
)
|
$
2,654,542
|
|
Net
Increase (Decrease) in Cash
|
$
1,630,261
|
$
(41,406
)
|
|
Cash
and restricted cash at beginning of the year
|
$
3,014,903
|
$
3,056,309
|
|
Cash
and restricted cash at end of the year
|
$
4,645,164
|
$
3,014,903
|
Cash Flows from Operating Activities
Cash flows from operating activities include costs related to
assets which we plan to sell, such as land purchased for
development and resale. In 2018, cash provided by operating
activities was $12,209,666 compared with 2017, in which the cash we
used was $2,688,056. The increased sales at our Ballenger project
were the main reason for our increase of cash flows from operating
activities. With the completion of Phase One of our Black Oak
project, development speed was adjusted with our development
funding conditions and development costs went down as
well.
Cash Flows from Investing Activities
Cash flows used in investing activities include purchases of office
fixture and computer equipment.
Cash Flows from Financing Activities
In 2017, SeD Home borrowed $7.5 million from SeD Home International
to pay off Revere Loan of $6 million and to support the land
development of Black Oak and Ballenger projects. Ballenger Run also
borrowed about $1 million from the Union Bank for its land
development. In 2018 SeD Maryland Development paid down the Union
Bank loan by $8.3 million and Black Oak also paid back
approximately $2.2 million of related party
borrowings.
18
Seasonality
The real estate business is subject to seasonal shifts in costs as
certain work in more likely to be performed at certain times of
year. This may impact the expenses of SeD Home from time to time.
In addition, should we commence building homes, we are likely to
experience periodic spikes in sales as we commence the sales
process at a particular location.
Off-Balance Sheet Arrangements
As of
December 31, 2018, we did not have any off balance sheet
arrangements, as defined under applicable SEC rules.
Critical Accounting Policies and Estimates
We have
established various accounting policies under US GAAP. Some of
these policies involve judgments, assumptions and estimates by
management. We base these estimates on historical experience,
available current market information and on various other
assumptions that management believes are reasonable under the
circumstances. Additionally, we evaluate the results of these
estimates on an ongoing basis. We are subject to uncertainties such
as the impact of future events, economic, environmental and
political factors and changes in our business environment.
Accordingly, actual results could differ from these estimates. The
accounting policies that we deem most critical as
follows:
Revenue Recognition and Cost of Sales
Accounting
Standards Codification ("ASC") 606, Revenue from Contracts with
Customers ("ASC 606"), establishes principles for reporting
information about the nature, amount, timing and uncertainty of
revenue and cash flows arising from the entity's contracts to
provide goods or services to customers. The Company adopted this
new standard on January 1, 2018 under the modified retrospective
method. The adoption did not have a material effect on our
financial statements.
In
accordance with ASC 606, revenue is recognized when a customer
obtains control of promised goods or services. The amount of
revenue recognized reflects the consideration to which we expect to
be entitled to receive in exchange for these goods or services. The
provisions of ASC 606 include a five-step process by which we
determine revenue recognition, depicting the transfer of goods or
services to customers in amounts reflecting the payment to which
weexpect to be entitled in exchange for those goods or services.
ASC 606 requires us to apply the following steps: (1) identify the
contract with the customer; (2) identify the performance
obligations in the contract; (3) determine the transaction price;
(4) allocate the transaction price to the performance obligations
in the contract; and (5) recognize revenue when, or as, we satisfy
the performance obligation. A detailed breakdown of the five-step
process for the revenue recognition of our Ballenger project, which
was approximately all the revenue of the Company in 2018 and 2017,
is as follows:
Identify
the contract with a customer
The
Company has signed agreements with the builders for developing the
raw land to ready to build lots. The contract has agreed upon
prices, timelines, and specifications for what is to be
provided.
Identify
the performance obligations in the contract
Performance
obligations of the company include delivering developed lots to the
customer, which are required to meet certain specifications that
are outlined in the contract. The customer inspects all lots prior
to accepting title to ensure all specifications are
met.
Determine
the transaction price
The
transaction price is fixed specified in the contract. Any
subsequent change orders or price changes are required to be
approved by both parties.
Allocate
the transaction price to performance obligations in the
contract
Each
lot is considered to be a separate performance obligation, for
which the specified price in the contract is allocated
to.
Recognize
revenue when (or as) the entity satisfies a performance
obligation
The
builders do the inspections to make sure all
conditions/requirements are met before taking title of lots. The
Company recognizes revenue when title is transferred. The Company
does not have further performance obligations once title is
transferred.
Contract Assets and Contract Liabilities
Based
on our contracts, we invoice customers once our performance
obligations have been satisfied, at which point payment is
unconditional. Accordingly, our contracts do not give rise to
contract assets or liabilities under ASC 606. Accounts receivable
are recorded when the right to consideration becomes unconditional.
We disclose receivables from contracts with customers separately in
the statement of financial position.
Cost of Sales
Land
acquisition costs are allocated to each lot based on the size of
the lot comparing to the total size of all lots in the project.
Development costs and capitalized interest are allocated to lots
sold based on the total expected development and interest costs of
the completed project and allocating a percentage of those costs
based on the selling price of the sold lot compared to the expected
sales values of all lots in the project.
19
Real Estate Assets
Real estate assets are recorded at cost, except when real estate
assets are acquired that meet the definition of a business
combination in accordance with Financial Accounting Standards Board
(“FASB”) ASC 805, “Business Combinations,”
which acquired assets are recorded at fair value. Interest,
property taxes, insurance and other incremental costs (including
salaries) directly related to a project are capitalized during the
construction period of major facilities and land improvements. The
capitalization period begins when activities to develop the parcel
commence and ends when the asset constructed is completed. The
capitalized costs are recorded as part of the asset to which they
relate and are reduced when lots are sold.
See following chart for details of the capitalized construction
costs of Ballenger and Black Oak projects as of December 31, 2018
and 2017:
|
|
As of December 31, 2018
|
As of December 31, 2017
|
||
|
|
Ballenger Run
|
Black Oak
|
Ballenger Run
|
Black Oak
|
|
|
($)
|
($)
|
($)
|
($)
|
|
Hard
Construction Costs
|
14,842,910
|
1,216,069
|
9,779,906
|
5,203,427
|
|
Engineering
|
2,173,718
|
1,505,118
|
1,601,280
|
1,287,882
|
|
Consultation
|
328,663
|
134,687
|
283,400
|
122,314
|
|
Project
Management
|
2,352,754
|
800,506
|
1,712,954
|
966,928
|
|
Legal
|
275,311
|
205,199
|
225,986
|
99,758
|
|
Taxes
|
708,386
|
838,382
|
479,791
|
145,462
|
|
Other
Services
|
413,794
|
55,811
|
244,463
|
35,554
|
|
Construction -
Sold Lots
|
(12,242,418
)
|
|
(3,337,582
)
|
|
|
Total
|
8,853,118
|
4,755,772
|
10,990,198
|
7,861,325
|
The Company capitalized interest from related party borrowings of
$409,006 and $211,005 for the years ended December 31, 2018 and
2017, respectively. The Company capitalized interest from the
third-party borrowings of $245,844 and $1,008,220 for the years
ended December 31, 2018 and 2017, respectively. As of December 31,
2018 and 2017, total capitalized finance related costs were
$10,855,379 and $11,252,678, respectively.
The following tables show the Company’s forecasts of the
phases of the development and costs for each phase of
development:
|
Ballenger Run
|
Estimated Construction Costs
|
Expected Completion Date
|
|
Phase
1
|
$13,786,000
|
Completed
|
|
Phase
2
|
$10,210,000
|
December
2019
|
|
Phase
3
|
$10,170,000
|
September
2020
|
|
Phase
4
|
$3,460,000
|
December
2020
|
|
Phase
5
|
$1,690,000
|
December
2021
|
|
Total
|
$39,316,000
|
|
|
|
|
|
|
Black Oak
|
Estimated Construction Costs
|
Expected Completion Date
|
|
Phase
1
|
$7,080,000
|
April
2019
|
|
Phase
2
|
$5,690,000
|
April
2020
|
|
Phase
3
|
$3,850,000
|
August
2020
|
|
Phase
4
|
$4,020,000
|
April
2021
|
|
Total
|
$20,640,000
|
|
A property is classified as “held for sale” when all of
the following criteria for a plan of sale have been
met:
(1)
management, having the authority to approve the
action, commits to a plan to sell the property;
(2)
the
property is available for immediate sale in its present condition,
subject only to terms that are usual and customary;
(3)
an active program to locate a buyer
and other actions required to complete the plan to sell, have been
initiated;
(4)
the
sale of the property is probable and is expected to be completed
within one year or the property is under a contract to be
sold;
(5)
the
property is being actively marketed for sale at a price that is
reasonable in relation to its current fair value; and
(6)
actions
necessary to complete the plan of sale indicate that it is unlikely
that significant changes to the plan will be made or that the plan
will be withdrawn.
When all of these criteria have been met, the property is
classified as “held for sale”. “Real estate held
for sale” only includes El Tesoro project, a project owned by
SeD USA, LLC.
In addition to our annual assessment of potential triggering events
in accordance with ASC 360, the Company applies a fair value-based
impairment test to the net book value assets on an annual basis and
on an interim basis if certain events or circumstances indicate
that an impairment loss may have occurred.
At December 31, 2017 and 2018, there was no impairment recognized
for any of the projects.
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk
Not applicable to smaller reporting companies.
20
Item 8. Financial Statements
SeD Intelligent Home Inc. and Subsidiaries
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
|
Contents
|
Page(s)
|
|
|
|
|
Report of Independent Registered Public Accounting
Firm
|
21
|
|
|
|
|
Consolidated Balance Sheets at December 31, 2018 and
2017
|
22
|
|
|
|
|
Consolidated Statements of Operations for the Year Ended December
31, 2018 and 2017
|
23
|
|
|
|
|
Consolidated Statements of Stockholders’ Equity at December
31, 2018 and 2017
|
24
|
|
|
|
|
Consolidated Statements of Cash Flows for the Year Ended December
31, 2018 and 2017
|
25
|
|
|
|
|
Notes to the Consolidated Financial Statements
|
26
|
21
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the
Board of Directors and
Stockholders
of SeD Intelligent Home Inc. and Subsidiaries
Opinion on the Consolidated Financial Statements
We have
audited the accompanying consolidated balance sheets of SeD
Intelligent Home Inc. and Subsidiaries (the Company) as of December
31, 2018 and 2017, and the related consolidated statements of
operations, stockholders’ equity, and cash flows for each of
the years in the two-year period ended December 31, 2018, and the
related notes (collectively referred to as the consolidated
financial statements). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2018 and 2017, and the
results of its operations and its cash flows for each of the years
in the two-year period ended December 31, 2018, in conformity with
accounting principles generally accepted in the United States of
America.
Basis for Opinion
These
consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an
opinion on the Company’s consolidated financial statements
based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due
to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, 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.
Our
audits included performing procedures to assess the risks of
material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation
of the consolidated financial statements. We believe that our
audits provide a reasonable basis for our opinion.
We have
served as the Company’s auditor since 2014.
/s/ Rosenberg Rich
Baker Berman, P.A.
Somerset,
New Jersey
April
1, 2019
22
SeD Intelligent Home Inc. and Subsidiaries
Consolidated Balance Sheets
|
|
December 31,
|
December 31,
|
|
|
2018
|
2017
|
|
|
|
|
|
Assets:
|
|
|
|
Real
Estate
|
|
|
|
Construction
in Progress
|
$
24,464,269
|
$
30,104,201
|
|
Land
Held for Development
|
19,164,028
|
24,302,643
|
|
Real
Estate Held For Sale
|
136,248
|
136,248
|
|
|
43,764,545
|
54,543,092
|
|
|
|
|
|
Cash
|
715,754
|
358,233
|
|
Restricted
Cash
|
3,929,410
|
2,656,670
|
|
Accounts
Receivable
|
112,706
|
513,043
|
|
Prepaid
Expenses
|
46,443
|
49,903
|
|
Fixed
Assets, Net
|
8,248
|
22,062
|
|
Deposits
|
23,603
|
23,603
|
|
|
|
|
|
Total
Assets
|
$
48,600,709
|
$
58,166,606
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders' Equity:
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
Accounts
Payable and Accrued Expenses
|
$
1,749,268
|
$
1,131,116
|
|
Accrued
Interest - Related Parties
|
2,344,227
|
1,935,222
|
|
Tenant
Security Deposits
|
1,225
|
2,625
|
|
Builder
Deposits
|
3,878,842
|
5,356,718
|
|
Notes
Payable, Net of Debt Discount
|
13,899
|
8,132,020
|
|
Notes
Payable - Related Parties
|
5,745,584
|
8,003,591
|
|
Total
Liabilities
|
13,733,045
|
24,561,292
|
|
|
|
|
|
Stockholders'
Equity:
|
|
|
|
Common
Stock, at par $0.001, 1,000,000,000 shares authorized and
704,043,324 issued, and outstanding at December 31, 2018 and 2017,
respectively
|
704,043
|
704,043
|
|
Additional
Paid In Capital
|
32,542,720
|
32,739,017
|
|
Accumulated
Deficit
|
(1,266,427
)
|
(2,092,837
)
|
|
Total
Stockholders' Equity
|
31,980,336
|
31,350,223
|
|
Non-controlling
Interests
|
2,887,328
|
2,255,091
|
|
Total
Stockholders' Equity
|
34,867,664
|
33,605,314
|
|
Total
Liabilities and Stockholders' Equity
|
$
48,600,709
|
$
58,166,606
|
|
|
|
|
|
See
accompanying notes to consolidated financial
statements.
|
|
|
23
SeD Intelligent Home Inc. and Subsidiaries
Consolidated Statements of Operations
For the Years Ended December 31, 2018 and 2017
|
|
2018
|
2017
|
|
Revenue
|
|
|
|
Rental
|
$
8,730
|
$
88,438
|
|
Property
|
17,666,304
|
6,868,604
|
|
|
17,675,034
|
6,957,042
|
|
Operating
Expenses
|
|
|
|
Cost
of Sales
|
15,641,324
|
6,217,779
|
|
General
and Administrative
|
748,480
|
1,118,540
|
|
|
16,389,804
|
7,336,319
|
|
|
|
|
|
Income
(Loss) From Operations
|
1,285,230
|
(379,277
)
|
|
|
|
|
|
Other
Income
|
|
|
|
Interest
Income
|
31,437
|
24,909
|
|
Other
Income
|
5,683
|
104,599
|
|
|
37,120
|
129,508
|
|
|
|
|
|
Net
Income (Loss) Before Income Taxes
|
1,322,350
|
(249,769
)
|
|
|
|
|
|
Provision
for Income Taxes
|
-
|
-
|
|
|
|
|
|
Net
Income (Loss)
|
1,322,350
|
(249,769
)
|
|
|
|
|
|
Net
Income (Loss) Attributable to Non-controlling
Interests
|
495,940
|
(22,791
)
|
|
|
|
|
|
Net
Income (Loss) Attributable to Common Stockholders
|
$
826,410
|
$
(226,978
)
|
|
|
|
|
|
Net
Income (Loss) Per Share - Basic and Diluted
|
$
0.00
|
$
(0.00
)
|
|
|
|
|
|
Weighted
Average Common Shares Oustanding - Basic and Diluted
|
704,043,324
|
704,043,324
|
|
|
|
|
|
See
accompanying notes to consolidated financial
statements.
|
|
|
24
SeD Intelligent Home Inc. and Subsidiaries
Statements of Stockholders’ Equity
For Two Year Period ended on December 31, 2018
|
|
Common
Stock
|
|
|
|
|
|
|
|
Shares
|
Par
Value $0.001
|
Additional
Paid in Capital
|
Accumulated
Deficit
|
Minority
Interest
|
Total
Stockholders Equity
|
|
|
|
|
|
|
|
|
|
Balance
at January 1, 2017
|
704,043,324
|
$
704,043
|
$
27,970,331
|
$
(1,865,859
)
|
$
2,277,882
|
$
29,086,397
|
|
|
|
|
|
|
|
|
|
Proceeds
from majority shareholders
|
|
|
178,601
|
|
|
178,601
|
|
|
|
|
|
|
|
|
|
Forgiveness
of debt -related party
|
|
|
4,590,085
|
|
|
4,590,085
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
|
(226,978
)
|
(22,791
)
|
(249,769
)
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2017
|
704,043,324
|
$
704,043
|
$
32,739,017
|
$
(2,092,837
)
|
$
2,255,091
|
$
33,605,314
|
|
|
|
|
|
|
|
|
|
Acquisition
of Minority Interest
|
|
|
(196,297
)
|
|
136,297
|
(60,000
)
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
|
|
826,410
|
495,940
|
1,322,350
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2018
|
704,043,324
|
$
704,043
|
$
32,542,720
|
$
(1,266,427
)
|
$
2,887,328
|
$
34,867,664
|
See
accompanying notes to consolidated financial
statements.
25
SeD Intelligent Home Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2018 and 2017
|
|
2018
|
2017
|
|
|
|
|
|
Cash
Flows From Operating Activities
|
|
|
|
Net
Income (Loss)
|
$
1,322,350
|
$
(249,769
)
|
|
Adjustments
to reconcile net income (loss) to net cash provided by (used in)
operating activities:
|
|
|
|
Depreciation
|
16,814
|
20,453
|
|
Changes
in Operating Assets and Liabilities
|
|
|
|
Real
Estate
|
10,918,824
|
(1,302,568
)
|
|
Accounts
Receivable
|
400,337
|
(494,783
)
|
|
Prepaid
Expenses
|
3,460
|
35,546
|
|
Accounts
Payable and Accrued Expenses
|
618,152
|
(362,108
)
|
|
Accrued
Interest - Related Parties
|
409,005
|
211,005
|
|
Tenant
Security Deposits
|
(1,400
)
|
(2,550
)
|
|
Builder
Deposits
|
(1,477,876
)
|
(543,282
)
|
|
Net
Cash Provided By (Used In) Operating Activities
|
12,209,666
|
(2,688,056
)
|
|
|
|
|
|
Cash
Flows From Investing Activities
|
|
|
|
Purchase
of Fixed Assets
|
(3,000
)
|
(7,892
)
|
|
Net
Cash Used In Investing Activities
|
(3,000
)
|
(7,892
)
|
|
|
|
|
|
Cash
Flows From Financing Activities
|
|
|
|
Acquisition
of Minority Interest
|
(60,000
)
|
-
|
|
Financing
Fees Paid
|
-
|
(110,000
)
|
|
Capital
Contribution - Related Party
|
-
|
178,601
|
|
Proceeds
from Notes Payable
|
-
|
1,052,350
|
|
Repayments
to Note Payable
|
(8,258,398
)
|
(6,000,000
)
|
|
Net
Proceeds from Notes Payable - Related Parties
|
-
|
7,533,591
|
|
Repayment
to Notes Payable - Related Parties
|
(2,258,007
)
|
-
|
|
Net
Cash (Used In) Provided By Financing Activities
|
(10,576,405
)
|
2,654,542
|
|
|
|
|
|
Net
Increase (Decrease) in Cash
|
1,630,261
|
(41,406
)
|
|
Cash
and Restricted Cash - Beginning of Year
|
3,014,903
|
3,056,309
|
|
Cash
and Restricted Cash - End of Year
|
$
4,645,164
|
$
3,014,903
|
|
|
|
|
|
Supplementary
Cash Flow Information
|
|
|
|
Cash
Paid For Interest
|
$
287,738
|
$
905,376
|
|
|
|
|
|
Supplemental
Disclosure of Non-Cash Investing and Financing
Activities
|
|
|
|
Forgiveness
of Notes Payable - Related Parties
|
$
-
|
$
4,560,085
|
|
Amortization
of Debt Discount Capitalized
|
$
140,277
|
$
324,958
|
|
|
|
|
|
See
accompanying notes to consolidated financial
statements.
|
|
|
26
SeD Intelligent Home Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017
1.
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Nature of Operations
SeD
Intelligent Home Inc. (the “Company”), formerly known
as Homeownusa, was incorporated in the State of Nevada on December
10, 2009. On December 29, 2017, the Company, acquired SeD Home Inc.
(“SeD Home”) by reverse merger. SeD Home, a Delaware
corporation, formed on February 24, 2015 and named SeD Home USA,
Inc. before changing its name in May of 2015, is principally
engaged in developing, selling, managing, and leasing residential
properties in the United States in current stage and may expand
from residential properties to other property types, including but
not limited to commercial and retail properties. The Company is
99.99% owned by SeD Home International, Inc., which is wholly
– owned by Singapore eDevelopment Limited (“SeD
Ltd”), a multinational public company, listed on the
Singapore Exchange Securities Trading Limited
(“SGXST”).
Principles of Consolidation
The
consolidated financial statements include all accounts of the
entities as of the reporting period ending dates and for the
reporting periods as follows:
|
Name of
consolidated subsidiary
|
State or other
jurisdiction of incorporation or organization
|
Date of
incorporation or formation
|
Attributable
interest as of December 31, 2018
|
Attributable
interest as of December 31, 2017
|
|
SeD Home
Inc.
|
The State of
Delaware, U.S.A.
|
February
24, 2015
|
100
%
|
100
%
|
|
SeD USA,
LLC
|
The State of
Delaware, U.S.A.
|
August 20,
2014
|
100
%
|
100
%
|
|
150 Black Oak GP,
Inc.
|
The State of Texas,
U.S.A.
|
January 23,
2014
|
100
%
|
100
%
|
|
SeD Development
USA, Inc.
|
The State of
Delaware, U.S.A.
|
March 13,
2014
|
100
%
|
100
%
|
|
150 CCM Black Oak
Ltd.
|
The State of Texas,
U.S.A.
|
January 23,
2014
|
100
%
|
69
%
|
|
SeD Ballenger,
LLC
|
The State of
Delaware, U.S.A.
|
July 7,
2015
|
100
%
|
100
%
|
|
SeD Maryland
Development, LLC
|
The State of
Delaware, U.S.A.
|
October 16,
2014
|
83.55
%
|
83.55
%
|
|
SeD Development
Management, LLC
|
The State of
Delaware, U.S.A.
|
June 18,
2015
|
85
%
|
85
%
|
|
SeD Builder,
LLC
|
The State of
Delaware, U.S.A.
|
October 21,
2015
|
100
%
|
100
%
|
|
SeD Texas Home,
LLC
|
The State of
Delaware, U.S.A.
|
June 16,
2015
|
100
%
|
100
%
|
All
intercompany balances and transactions have been eliminated.
Non–controlling interest represents the minority equity
investment in the Company’s subsidiaries, plus the minority
investors’ share of the net operating results and other
components of equity relating to the non–controlling
interest.
As of
December 31, 2018 and 2017, the aggregate noncontrolling
interest was $2,887,328 and $2,255,091, which are separately
disclosed on the Consolidated Balance Sheet.
On
December 29, 2017, the Company, SeD Acquisition Corp., a Delaware
corporation and whollyowned subsidiary of the Company (the
“Merger Sub”), SeD Home, Inc. (“SeD Home”),
a Delaware corporation, and SeD Home International, Inc., a
Delaware corporation entered into an Acquisition Agreement and Plan
of Merger (the “Agreement”) pursuant to which the
Merger Sub was merged with and into SeD Home, with SeD Home
surviving as a wholly owned subsidiary of the Company. The
closing of this transaction (the “Closing”) also took
place on December 29, 2017 (the “Closing Date”). Prior
to the Closing, SeD Home International, Inc. was the owner of 100%
of the issued and outstanding common stock of SeD Home and was also
the owner of 99.96% of the Company’s issued and outstanding
common stock. The Company acquired all of the outstanding common
stock of SeD Home from SeD Home International, Inc. in exchange for
issuing to SeD Home International, Inc. 630,000,000 shares of the
Company’s common stock. Accordingly, SeD Home International,
Inc. remains the Company’s largest shareholder, and the
Company is now the sole shareholder of SeD Home. The Agreement and
the transactions contemplated thereby were approved by the Board of
Directors of each of the Company, the Merger Sub, SeD Home
International, Inc., and SeD Home.
27
The
Agreement is considered a business combination of companies under
common control and therefore, the consolidated financial statements
include the financial statements of both companies.
Basis of Presentation
The
Company’s consolidated financial statements have been
prepared in accordance with accounting principles generally
accepted in the United States of America (“US
GAAP”).
Use of Estimates
The
preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts in the consolidated financial
statements. Actual results could differ from those
estimates.
Earnings (Loss) per Share
Basic
income (loss) per share is computed by dividing the net loss
attributable to the common stockholders by weighted average number
of shares of common stock outstanding during the period. Fully
diluted income (loss) per share is computed similar to basic income
(loss) per share except that the denominator is increased to
include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if
the additional common shares were dilutive. There were no dilutive
financial instruments issued or outstanding for the periods ended
December 31, 2018 or 2017.
Fair Value of Financial Instruments
For
purpose of this disclosure, the fair value of a financial
instrument is the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a
forced sale or liquidation. The carrying amount of the
Company’s short-term financial instruments approximates fair
value due to the relatively short period to maturity for these
instruments.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with a maturity of
three months or less at the date of acquisition to be cash
equivalents. There were no cash equivalents as of December 31, 2018
and 2017.
Restricted Cash
As a
condition to the loan agreement with the Union Bank (formerly known
as Xenith Bank, f/k/a The Bank of Hampton Roads), the Company is
required to maintain a minimum of $2,600,000 in an interest-bearing
account maintained by the lender as additional security for the
loans. The funds will remain as collateral for the loans until the
loans are paid off in full. As of December 31, 2018 and 2017, the
balance of the account was $2,726,154 and $2,656,670,
respectively.
On July
20, 2018, Black Oak LP received $4,592,079 of district
reimbursement for previous construction costs incurred in the land
development. Of this amount, $1,650,000 will remain on deposit in
the District’s Capital Projects Fund for the benefit of Black
Oak LP and will be released upon receipt of the evidence of the:
(a) execution of a purchase agreement between Black Oak LP and a
home builder with respect to the Black Oak development and (b) of
the completion, finishing and making ready for home construction of
at least 105 unfinished lots in the Black Oak development. In 2018,
$446,745 was released to reimburse the construction costs leaving a
balance of $1,203,256 on December 31, 2018.
28
Accounts Receivable
Accounts
receivable include all receivables from buyers, contractors and all
other parties. The Company records an allowance for doubtful
accounts based on a review of the outstanding receivables,
historical collection information and economic conditions. No
allowance was necessary at December 31, 2018 and 2017.
Property and Equipment and Depreciation
Property
and equipment are recorded at cost. Expenditures for major
additions and betterments are capitalized. Maintenance and repairs
are charged to operations as incurred. Depreciation is computed by
the straight-line method (after taking into account their
respective estimated residual values) over the estimated useful
lives, which are 3 years.
Real Estate Assets
Real
estate assets are recorded at cost, except when real estate assets
are acquired that meet the definition of a business combination in
accordance with Financial Accounting Standards Board
(“FASB”) ASC 805, “Business Combinations,”
which acquired assets are recorded at fair value. Interest,
property taxes, insurance and other incremental costs (including
salaries) directly related to a project are capitalized during the
construction period of major facilities and land improvements. The
capitalization period begins when activities to develop the parcel
commence and ends when the asset constructed is completed. The
capitalized costs are recorded as part of the asset to which they
relate and are reduced when lots are sold.
The
Company capitalized interest from related party borrowings of
$409,005 and $211,005 for the years ended December 31, 2018 and
2017, respectively. The Company capitalized interest from the
third-party borrowings of $245,844 and $1,008,220 for the years
ended December 31, 2018 and 2017, respectively.
A
property is classified as “held for sale” when all of
the following criteria for a plan of sale have been
met:
(1)
management, having the authority to approve the action, commits to
a plan to sell the property. (2) the property is available for
immediate sale in its present condition, subject only to terms that
are usual and customary. (3) an active program to locate a buyer
and other actions required to complete the plan to sell, have been
initiated. (4) the sale of the property is probable and is expected
to be completed within one year or the property is under a contract
to be sold. (5) the property is being actively marketed for sale at
a price that is reasonable in relation to its current fair value.
and (6) actions necessary to complete the plan of sale indicate
that it is unlikely that significant changes to the plan will be
made or that the plan will be withdrawn. When all of these criteria
have been met, the property is classified as “held for
sale”. “Real estate held for sale” only includes
El Tesoro project and D street project.
In
addition to our annual assessment of potential triggering events in
accordance with ASC 360, the Company applies a fair value-based
impairment test to the net book value assets on an annual basis and
on an interim basis if certain events or circumstances indicate
that an impairment loss may have occurred.
As of
December 31, 2018 and 2017, there was no impairment recognized for
any of the projects.
Revenue Recognition
Accounting
Standards Codification ("ASC") 606, Revenue from Contracts with
Customers ("ASC 606"), establishes principles for reporting
information about the nature, amount, timing and uncertainty of
revenue and cash flows arising from the entity's contracts to
provide goods or services to customers. The Company adopted this
new standard on January 1, 2018 under the modified retrospective
method. The adoption did not have a material effect on our
financial statements.
In
accordance with ASC 606, revenue is recognized when a customer
obtains control of promised goods or services. The amount of
revenue recognized reflects the consideration to which we expect to
be entitled to receive in exchange for these goods or services. The
provisions of ASC 606 include a five-step process by which we
determine revenue recognition, depicting the transfer of goods or
services to customers in amounts reflecting the payment to which we
expect to be entitled in exchange for those goods or services. ASC
606 requires us to apply the following steps: (1) identify the
contract with the customer; (2) identify the performance
obligations in the contract; (3) determine the transaction price;
(4) allocate the transaction price to the performance obligations
in the contract; and (5) recognize revenue when, or as, we satisfy
the performance obligation. A detailed breakdown of the five-step
process for the revenue recognition of our Ballenger project, which
was approximately all the revenue of the Company in 2018 and 2017,
is as follows:
29
Identify
the contract with a customer
The
Company has signed agreements with the builders for developing the
raw land to ready to build lots. The contract has agreed upon
prices, timelines, and specifications for what is to be
provided.
Identify
the performance obligations in the contract
Performance
obligations of the company include delivering developed lots to the
customer, which are required to meet certain specifications that
are outlined in the contract. The customer inspects all lots prior
to accepting title to ensure all specifications are
met.
Determine
the transaction price
The
transaction price is fixed and specified in the contract. Any
subsequent change orders or price changes are required to be
approved by both parties.
Allocate
the transaction price to performance obligations in the
contract
Each lot is considered to be a separate performance obligation, for
which the specified price in the contract is allocated
to.
Recognize
revenue when (or as) the entity satisfies a performance
obligation
The
builders do the inspections to make sure all
conditions/requirements are met before taking title of lots. The
Company recognizes revenue when title is transferred. The Company
does not have further performance obligations once title is
transferred.
Contract Assets and Contract Liabilities
Based
on our contracts, we invoice customers once our performance
obligations have been satisfied, at which point payment is
unconditional. Accordingly, our contracts do not give rise to
contract assets or liabilities under ASC 606. Accounts receivable
are recorded when the right to consideration becomes unconditional.
We disclose receivables from contracts with customers separately in
the statement of financial position.
Cost of Sales
Land
acquisition costs are allocated to each lot based on the size of
the lot comparing to the total size of all lots in the project.
Development costs and capitalized interest are allocated to lots
sold based on the total expected development and interest costs of
the completed project and allocating a percentage of those costs
based on the selling price of the sold lot compared to the expected
sales values of all lots in the project.
Income Taxes
Deferred
income tax assets and liabilities are determined based on the
estimated future tax effects of net operating loss and credit
carry-forwards and temporary differences between the tax basis of
assets and liabilities and their respective financial reporting
amounts measured at the current enacted tax rates. The differences
relate primarily to net operating loss carryforward from date of
acquisition and to the use of the cash basis of accounting for
income tax purposes. The Company records an estimated valuation
allowance on its deferred income tax assets if it is more likely
than not that these deferred income tax assets will not be
realized.
30
The
Company recognizes a tax benefit from an uncertain tax position
only if it is more likely than not that the tax position will be
sustained on examination by taxing authorities, based on the
technical merits of the position. The tax benefits recognized in
the consolidated financial statements from such a position are
measured based on the largest benefit that has a greater than 50%
likelihood of being realized upon ultimate settlement. The Company
has not recorded any unrecognized tax benefits.
The
Company’s tax returns for 2018, 2017, 2016 and 2015 remain
open to examination.
Recent
Accounting Pronouncements
In
November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows
(Topic 230): Restricted Cash (ASU 2016-18), which requires that
restricted cash and cash equivalents be included as components of
total cash and cash equivalents as presented on the statement of
cash flows. ASU 2016-18 was effective for fiscal years, and interim
periods within those years, beginning after December 15, 2017 and a
retrospective transition method is required. This guidance did not
impact financial results, but resulted in a change in the
presentation of restricted cash and restricted cash equivalents
within the statement of cash flows. The Company adopted this
guidance in the 2018 and 2017 Consolidated Statement of Cash
Flows.
On
February 25, 2016, the Financial Accounting Standards Board (FASB)
released Accounting Standards Update No. 2016-02, Leases (Topic
842) (the Update). This ASU requires an entity to recognize a
right-of-use asset (“ROU”) and lease liability for all
leases with terms of more than 12 months. The amendments also
require certain quantitative and qualitative disclosures about
leasing arrangements. Leases will be classified as finance or
operating, with classification affecting the pattern and
classification of expense recognition in the income statement. The
new standard is effective for the Company on January 1, 2019, with
early adoption permitted. While the Company continues to assess all
of the effects of adoption, it currently believes the most
significant effects relate to: the recognition of new ROU assets
and lease liabilities on its balance sheet for one of our office
rental leases. The Company does not expect a significant change in
its leasing activities between now and adoption. On adoption, the
Company currently expects to recognize operating lease liabilities
less than $200,000 with corresponding ROU assets of the same amount
based on the present value of the remaining rental payments for our
Bethesda Office lease on the consolidated balance
sheet.
In May
2014, the FASB issued accounting standard update
(“ASU”) No. 2014-09, “Revenue from Contracts with
Customers (Topic 606)” (“ASU 2014-09”). The
standard’s core principle is that a company will recognize
revenue when it transfers promised goods or services to customers
in an amount that reflects the consideration to which the company
expects to be entitled in exchange for those goods or services. In
doing so, companies will need to use more judgment and make more
estimates than under previous guidance. This may include
identifying performance obligations in the contract, estimating the
amount of variable consideration to include in the transaction
price and allocating the transaction price to each separate
performance obligation. In July 2015, the FASB approved the
proposal to defer the effective date of ASU 2014-09 standard by one
year. Early adoption was permitted after December 15, 2016, and the
standard became effective for public entities for annual reporting
periods beginning after December 15, 2017 and interim periods
therein. In 2016, the FASB issued final amendments to clarify the
implementation guidance for principal versus agent considerations
(ASU No. 2016-08), accounting for licenses of intellectual property
and identifying performance obligations (ASU No. 2016-10),
narrow-scope improvements and practical expedients (ASU No.
2016-12) and technical corrections and improvements to ASU 2014-09
(ASU No. 2016-20) in its new revenue standard. The Company has
performed a review of the requirements of the new revenue standard
and is monitoring the activity of the FASB and the transition
resource group as it relates to specific interpretive guidance. The
Company reviewed customer contracts, applied the five-step model of
the new standard to its contracts, and compared the results to its
current accounting practices. The adoption of this standard
required increased disclosures related to the disaggregation of
revenue.
In
March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic
740) – Amendments to SEC paragraphs Pursuant to SEC Staff
Accounting Bulletin (SAB) No. 118.” ASU 2018-05 amends the
Accounting Standards Codification to incorporate various SEC
paragraphs pursuant to the issuance of SAB 118, which addresses the
application of generally accepted accounting principles in
situations when a registrant does not have necessary information
available, prepared, or analyzed (including computation) in
reasonable detail to complete the accounting for certain income tax
effects of the Tax Cuts and Jobs Act. The ASU does not have
material impact on the Company.
In
February 2018, the FASB issued ASU No. 2018-02, Reporting
Comprehensive Income - Reclassification of Certain tax Effects from
Accumulated Other Comprehensive Income to help businesses present
some effects form the Tax Act's reduction in the corporate tax rate
in their income statements. ASU 2018-02 gives the option of
reclassifying what are called the “stranded” tax
effects within accumulated other comprehensive income (loss) to
retained earnings (deficit) during each fiscal year or quarter in
which the effect of the lower tax rate is recorded. ASU 2018-02
instructs businesses to provide a disclosure in their financial
statement footnotes that describes the accounting policy they used
to release the income tax effects form accumulated other
comprehensive income (loss), whether they are reclassifying the
stranded income tax effects from the Tax Act, and information about
the other effects on taxes from the reclassification. The update is
effective for fiscal years beginning after December 15, 2018, and
the interim periods in those years, and early adoption is
permitted. We are evaluating the impact on the
Company.
31
Subsequent
Events
The
Company evaluated the events and transactions subsequent to
December 31, 2018, the balance sheet date, through April 1, 2019,
the date the consolidated financial statements were available to be
issued.
2.
CONCENTRATION
OF CREDIT RISK
The
group maintains cash balances at various financial institutions.
These balances are secured by the Federal Deposit Insurance
Corporation. At times, these balances may exceed the federal
insurance limits. On December 31, 2018 and 2017, uninsured cash
balances were $3,783,330 and $2,514,903, respectively.
The
Comapany’s Ballenger project only has two purchasers: NVR
Inc. (“NVR”), a NYSE publicly listed US homebuilding
and mortgage company, is the only purchaser of 479 residential lots
of Ballenger project; Orchard Development Corporation is the
purchaser of the parcel of 210 multifamily units. During the year
ended December 31, 2018, the Company earned revenues from property
sales from these two customers representing approximately 70% and
30%, respectively. During the year ended December 31, 2017, the
Company earned revenues from property sales from these two
customers representing approximately 100% and 0% of gross sales,
respectively. As of December 31, 2018, no accounts receivable was
outstanding from these two customers. As of December 31, 2017, the
above two customers represented approximately 100% and 0% of
receivables, respectively.
3.
PROPERTY
AND EQUIPMENT
Property
and equipment stated at cost, less accumulated depreciation and
amortization, consisted of the following:
|
|
December 31, 2018
|
December 31, 2017
|
|
Computer
Equipment
|
$
41,597
|
$
41,597
|
|
Furniture
and Fixtures
|
24,393
|
21,393
|
|
|
65,990
|
62,990
|
|
Accumulated
Depreciation
|
(57,742
)
|
(40,928
)
|
|
Fixed
Assets Net
|
$
8,248
|
$
22,062
|
Depreciation
expense was $16,814 and $20,453 for the years ended December 31,
2018 and 2017, respectively.
4.
BUILDER
DEPOSITS
In
November 2015, SeD Maryland Development, LLC
(“Maryland”) entered into lot purchase agreements with
NVR, Inc. (“NVR”) relating to the sale of single-family
home and townhome lots to NVR in the Ballenger Run Project. The
purchase agreements were amended two times thereafter. Based on the
agreements, NVR is entitled to purchase 479 lots for a price of
approximately $64 million over a 21-year period, which escalates 3%
annually after June 1, 2018.
As part
of the agreements, NVR provided was required to give a deposit in
the amount of $5,600,000. Upon the sale of lots to NVR, 9.9% of the
purchase price is taken from the deposit. A violation of the
agreements by NVR would cause NVR to forfeit the deposit. On
December 31, 2018 and 2017, there was $3,878,842 and $5,056,718
outstanding, respectively.
Black
Oak LP received a deposit of $300,000 from Lexington 26 LP
(Colina), a building company located in Texas. On December 31, 2018
and 2017, there was $0 and $300,000 outstanding, respectively. In
February 2018, the deposit $300,000 was refunded to Colina since
both sides agreed to the changed development plan of
Colina.
32
5.
NOTES
PAYABLE
Revere Loan
On
October 7, 2015, the Company entered into a note for $6,000,000,
bearing interest at 13%, with a maturity date of October 7, 2016
with Revere High Yield Fund, LP (“Revere”). In
connection with the loan, the Company incurred origination and
closing fees of $524,233, which were recorded as debt discount and
are amortized over the life of the loan. The loan is secured by a
deed of trust on the property and a Limited Guarantee Agreement
with related parties of the Company. On October 1, 2016, the loan
was extended to April 1, 2017 for fees of $109,285. These fees were
recorded as a debt discount under debt modification accounting are
amortized over the extension period. On April 1, 2017, the loan was
again extended until October 1, 2017 for a fee of $110,000. These
fees were recorded as a debt discount under debt modification
accounting and were amortized over the extension period. As of
October 1, 2017, the loan was fully repaid and there is no
outstanding principal or unamortized debt discount.
Union Bank Loan
On
November 23, 2015, SeD Maryland Development LLC entered into a
Revolving Credit Note with the Union Bank in the original principal
amount of $8,000,000. During the term of the loan, cumulative loan
advances may not exceed $26,000,000. The line of credit bears
interest at LIBOR plus 3.8% with a floor rate of 4.5%. The interest
rate at December 31, 2018 was 6.125%.
Beginning
December 1, 2015, interest only payments are due on the outstanding
principal balance. The entire unpaid principal and interest sum is
due and payable on November 22, 2018, with the option of one
twelve-month extension period. The loan is secured by a deed of
trust on the property, $2,600,000 of collateral cash, and a Limited
Guaranty Agreement with SeD Ballenger. The Company also has an
$800,000 letter of credit from the Union Bank. The letter of credit
is due on November 22, 2018 and bears interest at 15%. In September
2017, Maryland Development LLC and the Union Bank modified the
Revolving Credit Note, which increased the original principal
amount from $8,000,000 to $11,000,000 and extended the maturity
date of the loan and letter of credit to December 31,
2019.
As of
December 31, 2018 and 2017, the principal balance were $13,899 and
$8,272,297, respectively. As part of the transaction, the Company
incurred loan origination fees and closing fees, totaling $480,947,
which were recorded as debt discount and are amortized over the
life of the loan. The unamortized debt discount was $0 and $140,277
on December 31, 2018 and December 31, 2017,
respectively.
6.
RELATED
PARTY TRANSACTIONS
Notes Payable before Intercompany Loan Restructuring
SeD
Home received advances from SeD Ltd (which was the 100% owner of
the Company) to fund development costs and operation costs. The
advances were unsecured, bear interest at 18% per annum and are
payable on demand. As of December 31, 2015, SeD Home had
outstanding principal due of $12,293,715 and accrued interest of
$2,161,055 due to this related party.
SeD
Home received advances from SCDPL (owned 100% by SeD Ltd) to fund
development costs and operation costs. The advances were unsecured,
bear interest at 18% per annum and were payable on demand. As of
December 31, 2015, SeD Home had outstanding principal due of
$4,300,930 and accrued interest of $1,461,058 due to this related
party.
On
September 30, 2015, SeD Home received $10,500,000 interest free
loan, with a maturity date of March 31, 2016, from Hengfai Business
Development Pte, Ltd, owned by the Chief Executive Officer of SeD
Ltd and is also the majority shareholder of SeD Ltd, specifically
for Ballenger Run project. SeD Home imputed interest at 13%, which
is the interest rate on the Revere Loan noted in Note 5. The
imputed interest resulted in a debt discount of $622,431 which is
amortized over the life of the note. At December 31, 2015, SeD Home
had $10,500,000 outstanding on the note and unamortized debt
discount of $311,216. On April 1, 2016, SeD Home extended the note
on the same terms through December 31, 2016. This resulted in an
additional $933,647 of new imputed interest which was amortized
during 2016.
33
Intercompany Loans Restructuring
At
December 31, 2016, considering the long-term development and
short-term debt repayment, SeD Home restructured the loans from
these affiliates. The restructuring process was done to transfer
the loans to SeD Home International (99.99 % owner of the Company),
the principal of which, $26,913,525, was then forgiven and recorded
into additional paid in capital. SeD Home still owed the accrued
interest of $6,283,207 to SeD Home International. The remaining
accrued interest does not bear interest. On August 30, 2017, an
additional $4,560,085 of this interest was forgiven and recorded
into additional paid in capital. The remaining amount of $1,723,122
was still outstanding as of December 31, 2018 and 2017
Loan from SeD Home Limited
SeD
Home receives advances from SeD Home Limited (an affiliate of SeD
Ltd), to fund development and operation costs. The advances bear
interest at 10% and are payable on demand. As of December, 2018 and
2017, SeD Home had outstanding principal due of $1,116,406 and
$1,050,000 and accrued interest of $193,382 and
$86,425.
Loan from SeD Home International
SeD
Home receives advances from SeD Home International. The advances
bore interest at 18% until August 30, 2017 when the interest rate
was adjusted to 5% and have no set repayment terms. On December 31,
2018 and 2017, there was $4,629,178 and $6,953,591 of principal and
$2,150,845 and $1,848,797 of accrued interest outstanding. Both
accrued outstanding interests include the remaining amount
$1,723,122 after interest was forgiven on August 30, 2017 as
discussed in previous paragraph.
During
2017, prior to the Reverse Merger, SeD Intelligent Home Inc.
borrowed $30,000 from SeD Home International Inc. The borrowings
did not bear any interest. In November 2017, the debt was forgiven
by SeD Home International Inc. and was recognized into additional
paid in capital.
Other Transactions
On
November 29, 2016 an affiliate of SeD Home entered into three
$500,000 bonds for a total of $1.5 million that are to incur annual
interest at 8% and the principal shall be paid in full on November
29, 2019. SeD Home agreed to guarantee the payment obligations of
these bonds. Further, at the maturity date, the bondholder has the
right to propose to acquire a property built by SeD Home, and SeD
will facilitate that transaction. The proposed acquisition purchase
price would be at SeD Home's cost. If the cost price is more than
$1.5 million, the proposed acquirer would pay the difference, and
if the cost price is below $1.5 million, the affiliate of SeD would
pay the difference in cash.
The Reverse Merger
As
described in Note 1, the Reverse Merger was done with a related
party through common control and ownership.
Management Fees
Black
Oak LP is obligated under the Limited Partnership Agreement (as
amended) to pay a $6,500 per month management fee to Arete Real
Estate and Development Company (Arete), a related party through
common ownership and $2,000 per month to American Real Estate
Investments LLC (AREI), a related party through common ownership.
Arete is also entitled to a developer fee of 3% of all development
costs excluding certain costs. The fees are to be accrued until
$1,000,000 is received in revenue and/or builder deposits relating
to the Black Oak Project.
On
December 31, 2017, the Company had $314,630 owed to Arete and
$48,000 to AREI in accounts payable and accrued
expenses.
34
On
April 26, 2018, SeD Development USA, Arete and AREI reached an
agreement to terminate the terms related to management fees and
developer fees in the Limited Partnership Agreement. In July 2018,
per the terms of the termination agreement, Black Oak LP paid Arete
$300,000 and AREI $30,000 to fulfill the commitments.
MacKenzie
Equity Partners, owned by a Charlie MacKenzie, a Director of the
Company, has a consulting agreement with the Company since 2015.
Per the current terms of the agreement, as amended on January 1,
2018, the Company pays a monthly fee of $15,000 with an additional
$5,000 per month to be paid when the property development cashflow
milestones have been met. The Company incurred expenses of $240,000
and $222,930 for the years 2018 and 2017, respectively, which were
capitalized as part of Real Estate on the balance sheet as the
services relate to property and project management. On December,
2018 and 2017, the Company owed this related party $60,000 and $0,
respectively.
Purchase of Minority Interest of Black Oak LP
On July
23, 2018, SeD Development USA, LLC, a wholly owned subsidiary of
the Company, entered into two Partnership Interest Purchase
Agreements through which it purchased an aggregate of 31% of Black
Oak LP for $60,000. In addition, if and when Black Oak LP receives
at least $15 million in net reimbursement receivable proceeds from
HC17 and/or Aqua Texas, Inc. (net of any expenses Harris County
Improvement District 17 and/or Aqua Texas, Inc. may deduct), Black
Oak LP shall pay Fogarty Family Trust II, one of two previous
partners of Black Oak LP, an amount equal to 10% of the net
reimbursement receivable proceeds received from HC17 and/or Aqua
Texas, Inc. that exceeds $15 million; provided however, this
obligation shall only apply to reimbursement revenue received on or
before December 31, 2025. Prior to the Partnership Interest
Purchase Agreements, the Company owned and controlled Black Oak LP
through its 68.5% limited partnership interest and its ownership of
the General Partner, 150 Black Oak GP, Inc, a 0.5% owner in Black
Oak LP. As a result of the purchase, the Company, through its
subsidiaries, now owns 100% of Black Oak LP.
Consulting Services
A law
firm, owned by Conn Flanigan, a Director of the Company, performs
consulting services for the Company. The Company incurred expenses
of $101,979 and $110,334 for the years ended December 31, 2018 and
2017, respectively. On December 31, 2018 and December 31, 2017, the
Company owed this related party $8,000 and $18,000,
respectively.
7.
SHAREHOLDERS’
EQUITY
On
August 28, 2017 the Company increased its authorized shares from
75,000,000 to 1,000,000,000 common shares with a par value of
$0.001 per share. No preferred shares have been authorized or
issued.
In
2017, SeD Home International, a related party through common
ownership, contributed $178,600 into the Company. The related party
also forgave $4,560,085 of accrued interest as of August 30, 2017,
which was recorded as additional paid in capital.
Per
Note 1, 630,000,000 shares of common stock were issued on December
29, 2017 in connection with the Reverse Merger.
On July
23, 2018, the Company entered into two Partnership Interest
Purchase Agreements through which it purchased an aggregate of 31%
of Black Oak LP for $60,000 and fulfilled the agreement
thereafter.
8.
COMMITMENTS
AND CONTINGENCIES
Leases
The
Company leases office space in Texas and Maryland. The leases
expire in 2018 and 2020, respectively and have monthly rental
payments ranging between $2,284 and $8,205. Rent expense was
$120,071 and $116,870 for the year ended December 31, 2018 and
2017, respectively. The below table summarizes future payments due
under these leases as of December 31, 2018.
For the
Years Ended December 31:
|
2019
|
118,410
|
|
2020
|
96,924
|
|
Total
|
$
215,334
|
35
Lot Sale Agreements
On February 19, 2018, SeD Maryland entered into a contract to sell
the Continuing Care Retirement Community Assisted Independent
Living parcel to Orchard Development Corporation. It was agreed
that the purchase price for the 5.9 acre lot would be $2,900,000
with a $50,000 deposit. It was also agreed that Orchard Development
Corporation would have the right to terminate the transaction
during the feasibility study period, which would last through May
30, 2018, and receive a refund of its deposit. On April 13, 2018,
Orchard Development Corporation indicated that it would not be
proceeding with the purchase of the CCRC parcel. On December 31,
2018, SeD Maryland entered into the Third Amendment to the Lot
Purchase Agreement for Ballenger Run with NVR. Pursuant to the
Third Amendment, SeD Maryland will convert the 5.9 acre CCRC parcel
to 36 lots (the 28 feet wide villa lot) and sell to NVR. SeD
Maryland will pursue the required zoning approval to change the
number of such lots from 85 to 121.
On July 3, 2018, 150 CCM Black Oak entered into a Purchase and Sale
Agreement with Houston LD, LLC for the sale of 124 lots located at
its Black Oak project. Pursuant to the Purchase and Sale Agreement,
it was agreed that 124 lots would be sold for a range of prices
based on the lot type. In addition, Houston LD, LLC agreed to
contribute a “community enhancement fee” for each lot,
collectively totaling $310,000, which is currently held in escrow.
150 CCM Black Oak will apply these funds exclusively towards an
amenity package on the property. The closing of the transactions
contemplated by the Purchase and Sale Agreement was subject to
Houston LD, LLC completing due diligence to its satisfaction. On
October 12, 2018, 150 CCM Black Oak, Ltd. entered into an Amended
and Restated Purchase and Sale Agreement (the “Amended and
Restated Purchase and Sale Agreement”) for these 124 lots.
Pursuant to the Amended and Restated Purchase and Sale Agreement,
the purchase price remained $6,175,000, 150 CCM Black Oak, Ltd. was
required to meet certain closing conditions and the timing for the
closing was extended.
9.
INCOME
TAXES
On December 22, 2017, President Trump signed into law the
“Tax Cuts and Jobs Act” (TCJA) that significantly
reformed the Internal Revenue Code of 1986, as amended. The TCJA
reduces the corporate tax rate to 21 percent beginning with years
starting January 1, 2018. Because a change in tax law is accounted
for in the period of enactment, the deferred tax assets and
liabilities have been adjusted to the newly enacted U.S. corporate
rate, and the related impact to the tax expense has been recognized
in the current year.
Deferred tax assets and (liabilities) consist of the following at
December 31, 2018 and 2017:
|
|
2018
|
2017
|
|
Interest
Income
|
(4,023,599
)
|
(2,957,688
)
|
|
Interest
Expense
|
3,928,264
|
3,355,098
|
|
Depreciation
and Amortization
|
6,302
|
2,510
|
|
Management
Fees
|
404,342
|
276,741
|
|
Others
|
113,633
|
239,482
|
|
Net
Operating Loss
|
4,547
|
499,230
|
|
|
433,489
|
1,415,373
|
|
Valuation
Allowance
|
(433,489
)
|
(1,415,373
)
|
|
Net
Deferred Tax Asset
|
-
|
-
|
As of
December 31, 2018, the Company has federal net operating loss
carry-forwards of approximately $111,769 which will begin to expire
in 2038. The Maryland did not have net operating loss
carry-forwards. The full utilization of the deferred tax assets in
the future is dependent upon the Company’s ability to
generate taxable income. accordingly, a valuation allowance of an
equal amount has been established. During the years ended December
31, 2018 and 2017, the valuation allowance decreased by $616,332
and $871,109, respectively.
The
expected tax expense (benefit) based on the statuary rate is
reconciled with actual tax benefit as follows:
|
|
2018
|
2017
|
|
US
Federal statutory rate
|
21
%
|
21
%
|
|
State
income tax rate
|
8.25
%
|
8.25
%
|
|
Federal
Benefit
|
(1.73
)%
|
(1.73
)%
|
|
Valuation
Allowance
|
(27.52
)%
|
(27.52
)%
|
|
Income
tax provision (benefit)
|
-
%
|
-
%
|
10.
SUBSEQUENT EVENTS
Black Oak completed Sale with Houston LD, LLC
On July 3, 2018, 150 CCM Black Oak entered into a Purchase and Sale
Agreement with Houston LD, LLC for the sale of 124 lots located at
its Black Oak project. On October 12, 2018, 150 CCM Black Oak, Ltd.
entered into an Amended and Restated Purchase and Sale Agreement
for these 124 lots. Pursuant to the Amended and Restated Purchase
and Sale Agreement, the purchase price remained $6,175,000, 150 CCM
Black Oak, Ltd. was required to meet certain closing conditions and
the timing for the closing was extended. On January 18, 2019, the
sale of 124 lots in Magnolia, Texas was completed.
36
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
Not Applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of our Report on Form 10-K, an
evaluation was carried out by management, with the participation of
our Chief Executive Officers and Chief Financial Officers, of the
effectiveness of our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934 (Exchange Act) as of December 31, 2018. Disclosure controls
and procedures are designed to ensure that information required to
be disclosed in reports filed or submitted under the Exchange Act
is recorded, processed, summarized and reported within the time
periods specified, and that such information is accumulated and
communicated to management, including the Chief Executive Officers
and Chief Financial Officers, to allow timely decisions regarding
required disclosure.
During evaluation of disclosure controls and procedures as of
December 31, 2018 conducted as part of our annual audit and
preparation of our annual financial statements, management
conducted an evaluation of the effectiveness of the design and
operations of our disclosure controls and procedures and concluded
that our disclosure controls and procedures were ineffective for
those reasons set forth below.
Management’s Report on Internal Control over Financial
Reporting
Management is responsible for the preparation and fair presentation
of the financial statements included in this annual report. The
financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of
America and reflect management’s judgment and estimates
concerning effects of events and transactions that are accounted
for or disclosed.
Management is also responsible for establishing and maintaining
adequate internal control over financial reporting. Our internal
control over financial reporting includes those policies and
procedures that pertain to our ability to record, process,
summarize and report reliable data. Management recognizes that
there are inherent limitations in the effectiveness of any internal
control over financial reporting, including the possibility of
human error and the circumvention or overriding of internal
control. Accordingly, even effective internal control over
financial reporting can provide only reasonable assurance with
respect to financial statement presentation. Further, because of
changes in conditions, the effectiveness of internal control over
financial reporting may vary over time.
In order to ensure that our internal control over financial
reporting is effective, management regularly assesses controls and
did so most recently for its financial reporting as of December 31,
2018. This assessment was based on criteria for effective internal
control over financial reporting described in the Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations (COSO) of the Treadway Commission. In connection
with management’s evaluation of the effectiveness of the
Company’s internal control over financial reporting as of
December 31, 2018, management determined that the Company did not
maintain effective controls over financial reporting due to limited
staff with US GAAP and SEC Reporting experience. Management
determined that the ineffective controls over financial reporting
constitute a material weakness.
This annual report filed on Form 10-K does not include an
attestation report of the Company’s registered public
accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation
by our registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit us to
provide only management’s report in this annual
report.
Changes in Internal Control over Financial Reporting
We continue taking steps to enhance and improve the design of our
internal controls over financial reporting. During the period
covered by this Annual Report on Form 10-K, we have not been able
to completely remediate the material weaknesses identified above.
To remediate such weaknesses, we plan to appoint additional
qualified personnel to the audit committee with financial
accounting, GAAP, and SEC experience.
Item 9B. Other Information.
Not Applicable.
37
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
Identification of directors and executive officers
On December 31, 2013 Pieter du Plooy resigned as an officer and
director of the Company. There were no disagreements with Mr. du
Plooy. Immediately prior to Mr. du Plooy’s resignation the
Company’s board of directors appointed Conn Flanigan as a
director until the next annual meeting of shareholders and until
his successor is duly elected and qualified or until his
resignation or removal. In addition, the board of directors then
appointed Conn Flanigan as Chief Executive Officer and Chief
Financial Officer.
On January 10, 2017, our board of directors appointed Fai H. Chan
as Director to hold office until the next annual meeting of
shareholders and until his successor is duly elected and qualified
or until his resignation or removal. On March 10, 2017, Mr. Conn
Flanigan resigned as the Chief Financial Officer. Mr. Flanigan
continues to serve as the President and Secretary of the Company,
and as a member of our board of directors. Effective as of March
10, 2017, Mr. Rongguo (Ronald) Wei, CPA, has been appointed as
Chief Financial Officer of the Company.
In connection with the acquisition of SeD Home on December 29,
2017, the Company appointed new officers and directors. Fai H. Chan
and Moe T. Chan serve as co-Chief Executive Officers; Rongguo
(Ronald) Wei and Alan W. L. Lui serve as Co-Chief Financial
Officers, and our Board of Directors include Fai H. Chan, Moe T.
Chan, Conn Flanigan and Charles MacKenzie.
The board of directors has no nominating or compensation
committees. The company’s current Audit Committee consists of
Conn Flanigan.
The name, age and position of our officers and directors are set
forth below:
|
Name
|
|
Age
|
|
Position(s)
|
|
Fai H.
Chan
|
|
74
|
|
Co-Chief
Executive Officer and Chairman of the Board of
Directors
|
|
Moe T.
Chan
|
|
40
|
|
Co-Chief
Executive Officer and Member of the Board of Directors
|
|
Conn
Flanigan
|
|
50
|
|
Secretary
and Member of the Board of Directors
|
|
Charles
MacKenzie
|
|
47
|
|
Member
of the Board of Directors
|
|
Rongguo
(Ronald) Wei
|
|
47
|
|
Co-Chief
Financial Officer
|
|
Alan W.
L. Lui
|
|
48
|
|
Co-Chief
Financial Officer
|
The mailing address for each of the officers and directors named
above is c/o of the Company at: 4800 Montgomery Lane, Suite
210, Bethesda, MD, 20814.
Business Experience
Fai H. Chan. Mr. Chan has served as a member of our Board of
Directors since January 10, 2017 and has served as Co-Chief
Executive Officer of the Company since December 29, 2017. Mr. Chan
is an expert in banking and finance, with 45 years of experience in
these industries. He has also restructured numerous companies in
various industries and countries during the past 40 years. Mr. Chan
has served as the Chief Executive Officer of Singapore eDevelopment
Limited, a diversified holding company listed on the Catalist of
the Singapore Exchange Securities Trading Limited, since April
2014, and has served as a director of that company since May of
2013. Since March, 2018, Mr. Chan has served as a Chairman of the
Board and Chief Executive Officer of HF Enterprises Inc.
Additionally, Mr. Chan has served as a member of the Board of
Directors of HotApp Blockchain Inc., a technology company since
October of 2014, as Executive Chairman since December 2017 and has
served as the Acting Chief Executive Officer of HotApp Blockchain
since August 2018, having previously served as Chief Executive
Officer from December of 2014 until June of 2017. He has served as
a non-executive director of Document Security Systems, Inc., an
NYSE listed company, since January 2017 and as Chairman of the
Board since March of 2019. Mr. Chan has also served as a
non-executive director of Holista CollTech Ltd., an ASX listed
company, since July 2013 and has served as a director of Vivacitas
Oncology Inc. since May of 2017. Mr. Chan has served as a director
of OptimumBank Holdings, Inc. and Optimum Bank since June
2018.
38
Mr. Chan’s previous experiences include serving as Managing
Chairman of ZH International Holdings Limited (formerly known as
Heng Fai Enterprises Limited), an investment holding company listed
on the HKSE, from 1992 to 2015. Mr. Chan was formerly the Managing
Director of SingHaiyi Group Ltd., a property development,
investment and management company listed on the Singapore Exchange
Mainboard, from November 2003 to September 2013, and the Executive
Chairman of China Gas Holdings Limited, a Hong Kong listed investor
and operator of city gas pipeline infrastructure in China from 1997
to 2002. Mr. Chan served on the Board of RSI International Systems,
Inc., the developer of RoomKeyPMS, a web-based property management
system, from June 2014 to February 2019.
Mr. Chan has also served as a director of Global Medical REIT Inc.,
a healthcare facility real estate company, from December 2013 to
July 2015. He was a director of American Housing REIT Inc. from
October of 2013 to July of 2015. He served as a director of Skywest
Ltd., a public Australian airline company from 2005 to 2006. Mr.
Chan was a director of Global Med Technologies, Inc., a medical
company engaged in the design, development, marketing and support
information for management software products for healthcare-related
facilities, from May 1998 until December 2005.
Director Qualifications of Fai H. Chan:
The board of directors appointed Mr. Chan in recognition of his
abilities to assist the Company in expanding its business and the
contributions he can make to the Company’s strategic
direction.
Moe T.
Chan. Moe Chan was appointed Co-Chief Executive Officer of our
Company and a member of our Board of Directors on December 29,
2017. Moe Chan served as the Group Chief Development Officer of
Singapore eDevelopment from July of 2015 until August of
2018. Moe Chan now serves as a Consultant to Singapore
eDevelopment and continues to be responsible for Singapore
eDevelopment’s international property development business
(including serving as Co-Chief Executive Officer and a member of
the Board of SeD Home). Moe Chan served as an Executive Director of
Singapore eDevelopment from January of 2016 until August of 2018.
From April 2014 to June 2015 Moe Chan was the Chief Operating
Officer of HKSE listed ZH International Holdings Limited (formerly
known as Heng Fai Enterprises Limited) and was responsible for that
company’s global business operations consisting of REIT
ownership and management, property development, hotels and
hospitality, as well as property and securities investment and
trading. Prior to that, he was an executive director (from March
2006 to February 2014) and the Chief of Project Development (from
April 2013 to February 2014) of Singapore Exchange Mainboard listed
SingHaiyi Group Ltd, overseeing its property development projects.
He was also a non-executive director of the Toronto Stock
Exchange-listed RSI International Systems Inc., a hotel software
company, from July 2007 to August 2016.
Moe T.
Chan has a diverse background and experience in the fields of
property, hospitality, investment, technology and consumer finance.
He holds a Master’s Degree in Business Administration with
honors from the University of Western Ontario, a Master’s
Degree in Electro-Mechanical Engineering with honors and a
Bachelor’s Degree in Applied Science with honors from the
University of British Columbia. Moe Chan is the son of Fai H.
Chan.
Director
Qualifications of Moe T. Chan:
The
board of directors appointed Moe Chan in recognition of his
extensive knowledge of real estate and ability to assist the
Company in expanding its business.
Conn Flanigan. Mr. Flanigan is a member of our Board of Directors
and a practicing attorney specializing in corporate, real estate,
and securities law. Mr. Flanigan is a legal advisor to Singapore
eDevelopment and has served as officer and director to several US
subsidiaries of Singapore eDevelopment. Mr. Flanigan served as the
Secretary and General Counsel for Global Medical REIT Inc.
(NYSE:GMRE) from December 2013 to May 2017. From September 2013 to
May 2017, Mr. Flanigan also served as Chief Executive Officer,
General Counsel and Secretary, and as a director, of American
Housing REIT Inc. Mr. Flanigan served as a member of the Board
Directors of Amarantus Bioscience Holdings, Inc., a biotech
company, from February 2017 until May 2017. Mr. Flanigan served as
a director of HotApp Blockchain Inc. from October 2014 until
September 2018 and as legal counsel and Secretary from December
2014 until September 2018. From February 2000 until May 2017, Mr.
Flanigan was employed as General Counsel by subsidiaries of ZH
International Holdings, Ltd., including eBanker USA.com, Inc. and
ZH USA, LLC. In this role, he served as General Counsel and
Secretary for other ZH International Holdings, Ltd.
subsidiaries. Mr. Flanigan received a B.A. in
International Relations from the University of San Diego in 1990
and a Juris Doctor Degree from the University of Denver Sturm
College of Law in 1996.
39
Director Qualifications of Conn Flanigan:
Mr. Flanigan’s service as an officer, director and employee
of various entities has provided him with significant knowledge and
experience regarding corporate financial and governance
matters.
Charles
MacKenzie. Mr. MacKenzie has served as a member of the
Company’s Board of Directors since December 29, 2017 and
serves as the Chief Development Officer for SeD Development
Management, a subsidiary of SeD Home, since July of 2015. Mr.
MacKenzie also serves as a member of the Board of Directors of SeD
Home since October of 2017. He was previously the Chief Development
Officer for Inter-American Development (IAD), a subsidiary of Heng
Fai Enterprises from April of 2014 to June of 2015. Mr. MacKenzie
was the owner of Smartbox Portable Storage, a residential
moving and storage company from October 2006 to a successful sale
in February 2017. Mr. MacKenzie focuses on acquisitions and
development of residential and mixed-use projects within the United
States. Mr. MacKenzie specializes in site selection, contract
negotiations, marketing and feasibility analysis, construction and
management oversight, building design and investor relations. Mr.
MacKenzie has developed over 1,300 residential units inclusive of
single-family homes, multi-family, and senior living dwellings
totaling more than $110M and over 650,000 square feet of commercial
valued at over $100M. Mr. MacKenzie received a BA and graduate
degree from St. Lawrence University where he served on Board of
Trustees from 2003-2007.
Director
Qualifications of Charles MacKenzie:
The
board of directors appointed Charles MacKenzie in recognition of
his extensive knowledge of real estate and ability to assist the
Company in expanding its business.
Rongguo (Ronald) Wei. Mr. Wei has served as the Company’s
Chief Financial Officer since March 10, 2017. Mr. Wei is a finance
professional with more than 15 years of experience working in
public and private corporations in the United States. As the Chief
Financial Officer of SeD Development Management LLC, Mr. Wei is
responsible for oversight of all finance, accounting, reporting,
and taxation activities for that company. Prior to joining SeD
Development Management LLC in August of 2016, Mr. Wei worked for
several different US multinational and private companies including
serving as Controller at American Silk Mill, LLC, a textile
manufacturing and distribution company, from August of 2014 to July
of 2016, serving as a Senior Financial Analyst at Air Products
& Chemicals, Inc., a manufacturing company, from January of
2013 to June of 2014 and serving as a Financial/Accounting Analyst
at First Quality Enterprise, Inc., a personal products company,
from 2011 to 2012. Before Mr. Wei came to United States, he worked
as an equity analyst in Hong Yuan Securities, an investment bank,
in Beijing, China, concentrating on industrial and public company
research and analysis. Mr. Wei is a Certified Public Accountant and
received his Master of Business Administration from the University
of Maryland and a Master of Business Taxation from the University
of Minnesota. Mr. Wei also holds a Master in Business degree from
Tsinghua University and a Bachelor degree from Beihang University.
Mr. Wei served as a member of the Board Directors of Amarantus
Bioscience Holdings, Inc., a biotech company, from February 2017
until May 2017, and has served as Chief Financial Officer of such
company since February, 2017 to November, 2017. Mr. Wei has also
served as Co-Chief Financial Officer of HF Enterprises Inc. since
March, 2018.
Alan W. L. Lui. Mr. Lui has served as the Company’s Co-Chief
Financial Officer since December 29, 2017 and has served as the
Co-Chief Financial Officer of SeD Home since October of 2017. Mr.
Lui has served as Chief Financial Officer of HotApp Blockchain
Inc., a technology company since May 12, 2016 and has served as a
director of one of HotApp’s subsidiaries since July of 2016.
Mr. Lui has been Chief Financial Officer of Singapore eDevelopment,
the Company’s majority shareholder since November 1, 2016 and
served as its Acting Chief Financial Officer since June 22, 2016.
Since October of 2016, Mr. Lui has also served as a director of BMI
Capital Partners International Ltd, a Hong Kong investment
consulting company.
He has also served as a director of
LiquidValue Asset Management Pte Limited (formerly known as Hengfai
Asset Management Pte. Ltd.), a Singapore fund management company,
since April, 2018.
Mr. Lui has also
served a Co-Chief Financial Officer of HF Enterprises Inc. since
March, 2018. From June of 1997 through March of 2016, Mr. Lui
served in various executive roles at ZH International Holdings Ltd.
(a Hong Kong-listed company formerly known as Heng Fai Enterprises
Ltd), including as Financial Controller. Mr. Lui oversaw the
financial and management reporting and focusing on its financing
operations, treasury investment and management. He has extensive
experience in financial reporting, taxation and financial
consultancy and management in Hong Kong. He also managed all
financial forecasts and planning. Mr. Lui is a Certified Practicing
Accountant in Australia and received a Bachelor’s Degree in
Business Administration from the Hong Kong Baptist University in
1993.
40
Section 16(a) Beneficial Ownership Reporting
Compliance
To our knowledge, no director, officer or beneficial owner of more
than ten percent of any class of our equity securities, failed to
file on a timely basis reports required by Section 16(a) of the
Exchange Act during the fiscal year ended December 31, 2018, except
as follows:
On December 29, 2017, we issued 630,000,000 shares of our Common
Stock to SeD Home International, Inc., the sole shareholder of SeD
Home, in exchange for all 500,000,000 of the issued and outstanding
shares of SeD Home. SeD Home International, Inc. is a subsidiary of
Singapore eDevelopment.
The Form 4 Singapore eDevelopment and Fai H. Chan filed to report
this transaction was filed late.
Moe T. Chan was appointed our Co-Chief Executive Officer on
December 29, 2017. His Form 3 was filed late.
Code of Ethics
We have not yet adopted a code of ethics that applies to our
principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar
functions. We intend to adopt a code of ethics in the immediate
future.
Corporate Governance
There have been no changes in any state law or other procedures by
which security holders may recommend nominees to our board of
directors. We do not have a nominating committee, however we intend
to appoint one in the immediate future.
Audit Committee
Our board of directors has an Audit Committee consisting of Mr.
Flanigan. The Audit Committee does not at the present time have an
audit committee financial expert serving on its Audit Committee;
however, our board intends to appoint an audit committee financial
expert in the immediate future.
Family Relationships
Fai H. Chan, our Co-Chief Executive Officer, Chairman of our Board
and Chairman of the Board and Chief Executive Officer of our
majority shareholder and its corporate parent is the father of Moe
T. Chan, our other Co-Chief Executive Officer and a Member of our
Board.
Involvement in Certain Legal Proceedings
None of our directors, executive officers and control persons has
been involved in any of the following events during the past ten
years:
●
Any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that
time,
●
Any conviction in a criminal proceeding or being subject to any
pending criminal proceeding (excluding traffic violations and other
minor offenses);
●
Being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in any type
of business, securities or banking activities; or
●
Being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended, or
vacated.
41
Conflicts of Interest
Except as provided for in Article XI of the Company’s
By-Laws: Board Director Compensation, no officer, director or
security holder of the company may be involved in pecuniary
interest in any investment acquired or disposed of by the
registrant or in any transaction to which the registrant or any of
its subsidiaries is party or has an interest.
None of the directors, officers, security holders or affiliates of
the registrant may engage, for their own account, business
activities of the types conducted by the registrant and its
subsidiaries.
Item 11. Executive Compensation.
At the present time, neither SeD Intelligent Home Inc. nor SeD Home
and its subsidiaries is a party to any compensation arrangements
with any officer or director of either entity and has made no
provisions for paying cash or non-cash compensation to such
officers and directors, except for Charles MacKenzie and Rongguo
(Ronald) Wei. A subsidiary of SeD Home is paying salaries to four
employees at the present time, which includes Mr. Wei, and has
consulting arrangements with certain individuals, including Mr.
MacKenzie.
Mr. Wei was compensated by SeD Development Management LLC for his
services to SeD Home at a rate of $118,800 per year, plus benefits
valued at approximately $10,000 per year. Mr. Wei has been
compensated by SeD Development Management LLC since 2016. Mr.
Wei was not paid by SeD Intelligent Home Inc. prior to its
acquisition of SeD Home. SeD Development Management LLC will now
continue to compensate Mr. Wei at the same rate, and he will
perform services for SeD Intelligent Home Inc. as well as its
subsidiary SeD Home.
A company controlled by Mr. MacKenzie was paid consulting fees of
approximately $20,000 per month in 2017 and $15,000 per month in
2018, which includes payment for his services to SeD Home and its
subsidiaries.
Mr. Flanigan serves in various director and officer positions with
subsidiaries of Singapore eDevelopment. Mr. Flanigan’s law
firm has been paid legal fees by various subsidiaries of Singapore
eDevelopment in the past, including those fees paid to his law
firm by SeD Home and its subsidiaries that are described in Item
13.
Mr. Fai H. Chan is compensated by Singapore eDevelopment, where he
serves as Chief Executive Officer. Mr. Alan Lui is also employed
and compensated by Singapore eDevelopment. Mr. Moe T. Chan serves
as a consultant to Singapore eDevelopment. As part of their duties
as officers or consultants of Singapore eDevelopment, each of these
three individuals works on a number of matters for Singapore
eDevelopment, including devoting various amounts of time to the
management of Singapore eDevelopment’s various subsidiaries
and divisions, such as SeD Intelligent Home and SeD Home. The
amount of time each of these individuals spends on matters related
to SeD Intelligent Home and SeD Home has varied greatly based on
the Company’s needs, and no definite statement may be made as
to what percentage of these three individuals’ time has been
spent or will be spent in the future on matters related to SeD
Intelligent Home and SeD Home. SeD Intelligent Home and SeD Home
and its subsidiaries do not compensate these three individuals for
their services. Neither SeD Intelligent Home Inc. nor SeD Home and
its subsidiaries is charged for the services of Fai H. Chan, Moe T.
Chan and Alan Lui and Singapore eDevelopment does not have a
management contract with SeD Intelligent Home, SeD Home or any of
its subsidiaries. Neither SeD Intelligent Home Inc. nor SeD Home
and its subsidiaries is charged for the services of Fai H. Chan,
Moe T. Chan and Alan Lui and Singapore eDevelopment does not have a
management contract with SeD Intelligent Home, SeD Home or any of
its subsidiaries.
In connection with the acquisition of SeD Home by SeD Intelligent
Home Inc., SeD Intelligent Home Inc. and its subsidiaries intend to
enter into revised compensation agreements with officers, directors
and certain employees in the immediate future.
The table below summarizes all compensation awarded to, earned by,
or paid to SeD Intelligent Home Inc.’s named executive
officer for all services rendered in all capacities to us for the
period from January 1, 2017 through December 31, 2018.
42
SUMMARY COMPENSATION TABLE
|
Name and
Principal Position (1)
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive
Plan
Comp
|
Nonqualified
deferred
Comp
Earnings
|
All
Other
Comp
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Fai H. Chan (2)
Chairman of the Board and Co-Chief
Executive Officer
|
2018
|
__
|
__
|
__
|
__
|
__
|
__
|
__
|
__
|
|
|
2017
|
__
|
__
|
__
|
__
|
__
|
__
|
__
|
__
|
|
Moe T. Chan (2)
Director and Co-Chief Executive
Officer
|
2018
|
__
|
__
|
__
|
__
|
__
|
__
|
__
|
__
|
|
|
2017
|
__
|
__
|
__
|
__
|
__
|
__
|
__
|
__
|
|
Conn Flanigan
(3)
Director and Former Chief Executive
Officer
|
2018
|
__
|
__
|
__
|
__
|
__
|
__
|
|
|
|
|
2017
|
__
|
__
|
__
|
__
|
__
|
__
|
$
110,334
(4)
|
$
110,334
(4)
|
|
Rongguo (Ronald) Wei (5)
Co-Chief Financial
Officer
|
2018
|
$
118,800
|
__
|
__
|
__
|
__
|
__
|
|
$
118,800
|
|
|
2017
|
$
112,800
|
__
|
__
|
__
|
__
|
__
|
$
10,000
|
$
122,800
|
|
Alan W. L. Lui
(2)(6)
Co-Chief Financial
Officer
|
2018
|
__
|
__
|
__
|
__
|
__
|
__
|
__
|
__
|
|
|
2017
|
__
|
__
|
__
|
__
|
__
|
__
|
__
|
__
|
|
Charles MacKenzie (7)
Director
|
2018
|
__
|
__
|
__
|
__
|
__
|
__
|
$
240,000
|
240,000
(8)
|
|
|
2017
|
__
|
__
|
__
|
__
|
__
|
__
|
$
222,930
(8)
|
$
222,930
(8)
|
(1)
Effective as of December 29, 2017, Mr. Fai H. Chan was appointed as
our Chairman and Co-Chief Executive Officer; Moe T. Chan was
appointed as a member of our Board and as Co-Chief Executive
Officer; Rongguo (Ronald) Wei and Alan W. L. Lui were appointed as
our Co-Chief Financial Officers; and Charles MacKenzie joined the
Company’s Board of Directors.
(2)
Singapore eDevelopment compensates Mr. Fai H. Chan, Mr. Moe T. Chan
and Mr. Lui for their services to a number of divisions and
subsidiaries of Singapore eDevelopment. Each of these three
individuals works on a number of matters for Singapore
eDevelopment, including devoting various amounts of time to matters
related to SeD Intelligent Home Inc. SeD Intelligent Home Inc. does
not compensate these individuals and Singapore eDevelopment does
not charge SeD Intelligent Home Inc. for their
services.
(3)
Mr. Flanigan resigned as Chief Executive Officer on December 29,
2017 but continues to serve as a member of our Board of
Directors.
(4)
Mr. Flanigan’s law firm was paid $110,334 in total fees by
various subsidiaries of SeD Home for Mr. Flanigan’s services
in 2017 and $101,979 in 2018.
(5)
Mr. Wei was compensated by SeD Home’s subsidiary SeD
Development Management LLC in 2017 and 2018, but did not commence
serving as an officer of SeD Home until October of
2017.
(6)
Mr. Lui was appointed Co-Chief Financial Officer of SeD Home in
October of 2017.
(7)
Mr. MacKenzie joined SeD Home’s Board of Directors in October
of 2017.
(8)
A company controlled by Mr. MacKenzie was paid total consulting
fees of $222,930 in 2017 and $240,000 in 2018 by SeD
Home.
As of the date of this Report, the Company does not have any stock
option plans, retirement, pension, or profit sharing plans for the
benefit of any of our officers or directors.
43
Outstanding Equity Awards at Fiscal Year-End
There were no grants of stock options through the date of this
report.
We do not have any long-term incentive plans that provide
compensation intended to serve as incentive for
performance.
The board of directors of the Company has not adopted a stock
option plan. The company has no plans to adopt it but may choose to
do so in the future. If such a plan is adopted, this may be
administered by the board or a committee appointed by the board
(the “Committee”). The committee would have the power
to modify, extend or renew outstanding options and to authorize the
grant of new options in substitution therefore, provided that any
such action may not impair any rights under any option previously
granted. The Company may develop an incentive based stock option
plan for its officers and directors.
Stock Awards Plan
The company has not adopted a Stock Awards Plan but may do so in
the future. The terms of any such plan have not been
determined.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
Security Ownership
The following table sets forth, as of December 31, 2018, and as of
April 1, 2019, the number and percentage of our outstanding shares
of common stock owned by (i) each person known to us to
beneficially own more than 5% of its outstanding common stock, (ii)
each director, (iii) each named executive officer and significant
employee, and (iv) all officers and directors as a
group.
The number of shares listed below includes shares that each
shareholder listed in the table has the right to acquire beneficial
ownership of within 60 days.
|
Name and Address (2)
|
Number of Common Shares
Beneficially Owned
|
Percentage of Outstanding
Common Shares (1)
|
|
Fai
H. Chan (3)
|
704,015,730
|
99.99
%
|
|
Moe
T. Chan
|
0
|
0.00
%
|
|
Conn
Flanigan
|
0
|
0.00
%
|
|
Charles
MacKenzie
|
0
|
0.00
%
|
|
Rongguo
(Ronald) Wei
|
0
|
0.00
%
|
|
Alan
W. L. Lui
|
0
|
0.00
%
|
|
All
Directors and Officers (6 individuals)
|
704,015,730
|
99.99
%
|
|
Singapore
eDevelopment (3)
|
704,015,730
|
99.99
%
|
|
SeD
Home International, Inc. (3)
|
704,015,730
|
99.99
%
|
(1) Based
upon 704,043,324 outstanding common shares as of December 31, 2018
and April 1, 2019.
(2) The
mailing address for each individual and entity set forth above is
c/o SeD Intelligent Home Inc., 4800 Montgomery Lane, Suite 210, MD
20814.
(3) Fai
H. Chan may be deemed to be the beneficial owner of those
704,015,730 shares held by Singapore eDevelopment’s
subsidiary SeD Home International, Inc., as he is the Chief
Executive Officer and majority shareholder of Singapore
eDevelopment. Mr. Chan owns a majority of the issued and
outstanding shares of Singapore eDevelopment indirectly through an
entity he owns.
44
Change of Control
The Company is not aware of any arrangement which may at a
subsequent date result in a change in control of the
Company.
Item 13. Certain Relationships and Related Transactions, and
Director Independence.
Family Relationships
Fai H. Chan, our Co-Chief Executive Officer, Chairman of our Board
and Chairman of the Board and Chief Executive Officer of our
majority shareholder and its corporate parent is the father of Moe
T. Chan, our other Co-Chief Executive Officer and a Member of our
Board.
Policies and Procedures for Transactions with Related
Persons
Our board of directors intends to adopt a written related person
transaction policy to set forth the policies and procedures for the
review and approval or ratification of related person transactions.
Related persons include any executive officer, director or a holder
of more than 5% of our common stock, including any of their
immediate family members and any entity owned or controlled by such
persons. Related person transactions refer to any transaction,
arrangement or relationship, or any series of similar transactions,
arrangements or relationships in which (i) we were or are to be a
participant, (ii) the amount involved exceeds $120,000, and (iii) a
related person had or will have a direct or indirect material
interest. Related person transactions include, without limitation,
purchases of goods or services by or from the related person or
entities in which the related person has a material interest,
indebtedness, guarantees of indebtedness, and employment by us of a
related person, in each case subject to certain exceptions set
forth in Item 404 of Regulation S-K under the Securities
Act.
We expect that the policy will provide that in any related person
transaction, our audit committee and board of directors will
consider all of the available material facts and circumstances of
the transaction, including: the direct and indirect interests of
the related persons; in the event the related person is a director
(or immediate family member of a director or an entity with which a
director is affiliated), the impact that the transaction will have
on a director’s independence; the risks, costs and benefits
of the transaction to us; and whether any alternative transactions
or sources for comparable services or products are available. After
considering all such facts and circumstances, our audit committee
and board of directors will determine whether approval or
ratification of the related person transaction is in our best
interests. For example, if our audit committee determines that the
proposed terms of a related person transaction are reasonable and
at least as favorable as could have been obtained from unrelated
third parties, it will recommend to our board of directors that
such transaction be approved or ratified.
Our audit committee will recommend that our board
of directors reject any transaction if it could affect our ability
to comply with securities laws and regulations.
Transactions with Related Persons, Promoters, and Certain Control
Persons
Notes Payable before Intercompany Loan Restructuring
SeD Home received advances from Singapore eDevelopment (which was
the 100% owner of the Company) to fund development costs and
operation costs. The advances were unsecured, bear interest at 18%
per annum and are payable on demand. As of December 31, 2015, SeD
Home had outstanding principal due of $12,293,715 and accrued
interest of $2,161,055 due to this related party.
SeD Home received advances from Singapore Construction &
Development Pte Ltd (a wholly-owned subsidiary of Singapore
eDevelopment) to fund development costs and operation costs. The
advances were unsecured, bear interest at 18% per annum and were
payable on demand. As of December 31, 2015, SeD Home had
outstanding principal due of $4,300,930 and accrued interest of
$1,461,058 due to this related party.
On September 30, 2015, SeD Home received $10,500,000 interest free
loan, with a maturity date of March 31, 2016, from Hengfai Business
Development Pte, Ltd, owned by the Chief Executive Officer of
Singapore eDevelopment and is also the majority shareholder of
Singapore eDevelopment, specifically for Ballenger Run project. SeD
Home imputed interest at 13%, which is the interest rate on the
Revere Loan noted in Note 5. The imputed interest resulted in a
debt discount of $622,431 which is amortized over the life of the
note. At December 31, 2015, SeD Home had $10,500,000 outstanding on
the note and unamortized debt discount of $311,216. On April 1,
2016, SeD Home extended the note on the same terms through December
31, 2016. This resulted in an additional $933,647 of new imputed
interest which was amortized during 2016.
45
Intercompany Loans Restructuring
At December 31, 2016, considering the long-term development and
short-term debt repayment, SeD Home restructured the loans from
these affiliates. The restructuring process was done to transfer
the loans to SeD Home International (99.99 % owner of the Company),
the principal of which, $26,913,525, was then forgiven and recorded
into additional paid in capital. SeD Home still owed the accrued
interest of $6,283,207 to SeD Home International. The remaining
accrued interest does not bear interest. On August 30, 2017, an
additional $4,560,085 of this interest was forgiven and recorded
into additional paid in capital. The remaining amount of $1,723,122
was still outstanding as of December 31, 2018 and 2017
Loan from SeD Home Limited
SeD Home receives advances from SeD Home Limited (a subsidiary of
Singapore eDevelopment), to fund development and operation costs.
The advances bear interest at 10% and are payable on demand. As of
December 31, 2018 and 2017, SeD Home had outstanding principal due
of $1,116,406 and $1,050,000 and accrued interest of $193,382 and
$86,425, respectively.
Loan from SeD Home International Inc.
SeD Home receives advances from SeD Home International Inc. The
advances bore interest at 18% until August 30, 2017 when the
interest rate was adjusted to 5% and have no set repayment terms.
On December 31, 2018 and 2017, there was $4,629,178 and $6,953,591
of principal and $2,150,845 and $1,848,797 of accrued interest
outstanding. Both accrued outstanding interests include the
remaining amount $1,723,122 after interest was forgiven on August
30, 2017 as discussed in previous paragraph.
During 2017, prior to the Reverse Merger, SeD Intelligent Home Inc.
borrowed $30,000 from SeD Home International Inc. The borrowings
did not bear any interest. In November 2017, the debt was forgiven
by SeD Home International Inc. and was recognized into additional
paid in capital.
Other Transactions
On November 29, 2016 an affiliate of SeD Home entered into three
$500,000 bonds for a total of $1.5 million that are to incur annual
interest at 8% and the principal shall be paid in full on November
29, 2019. SeD Home agreed to guarantee the payment obligations of
these bonds. Further, at the maturity date, the bondholder has the
right to propose to acquire a property built by SeD Home, and SeD
Home will facilitate that transaction. The proposed acquisition
purchase price would be at SeD Home's cost. If the cost price is
more than $1.5 million, the proposed acquirer would pay the
difference, and if the cost price is below $1.5 million, the
affiliate of SeD Home would pay the difference in
cash.
The Reverse Merger
As described in Note 1, the Reverse Merger was done with a related
party through common control and ownership.
Management Fees
Black Oak LP is obligated under the Limited Partnership Agreement
(as amended) to pay a $6,500 per month management fee to Arete Real
Estate and Development Company (Arete), a related party through
common ownership and $2,000 per month to American Real Estate
Investments LLC (AREI), a related party through common ownership.
Arete is also entitled to a developer fee of 3% of all development
costs excluding certain costs. The fees are to be accrued until
$1,000,000 is received in revenue and/or builder deposits relating
to the Black Oak Project.
On December 31, 2017, the Company had $314,630 owed to Arete and
$48,000 to AREI in accounts payable and accrued
expenses.
46
On April 26, 2018, SeD Development USA, Arete and AREI reached an
agreement to terminate the terms related to management fees and
developer fees in the Limited Partnership Agreement. In July 2018,
per the terms of the termination agreement, Black Oak LP paid Arete
$300,000 and AREI $30,000 to fulfill the commitments.
MacKenzie Equity Partners, owned by Charles MacKenzie, a Director
of the Company, has had a consulting agreement with the
Company’s subsidiary SeD Development Management LLC since
2015. Per the current terms of the agreement, as amended on January
1, 2018, the Company pays a monthly fee of $15,000 with an
additional $5,000 per month to be paid when the property
development cash flow milestones have been met. The Company
incurred expenses of $240,000 and $222,930 for the years 2018 and
2017, respectively, which were capitalized as part of Real Estate
on the balance sheet as the services relate to property and project
management. As of December 31, 2018 and December 31, 2017, the
Company owed this related party $60,000 and $0,
respectively.
Purchase of Minority Interest of Black Oak LP
On July 23, 2018, SeD Development USA, LLC, a wholly owned
subsidiary of the Company, entered into two Partnership Interest
Purchase Agreements through which it purchased an aggregate of 31%
of Black Oak LP for $60,000. In addition, if and when Black Oak LP
receives at least $15 million in net reimbursement receivable
proceeds from HC17 and/or Aqua Texas, Inc. (net of any expenses
Harris County Improvement District 17 and/or Aqua Texas, Inc. may
deduct), Black Oak LP shall pay Fogarty Family Trust II, one of two
previous partners of Black Oak LP, an amount equal to 10% of the
net reimbursement receivable proceeds received from HC17 and/or
Aqua Texas, Inc. that exceeds $15 million; provided however, this
obligation shall only apply to reimbursement revenue received on or
before December 31, 2025. Prior to the Partnership Interest
Purchase Agreements, the Company owned and controlled Black Oak LP
through its 68.5% limited partnership interest and its ownership of
the General Partner, 150 Black Oak GP, Inc, a 0.5% owner in Black
Oak LP. As a result of the purchase, the Company, through its
subsidiaries, now owns 100% of Black Oak LP.
Consulting Services
A law firm, owned by Conn Flanigan, a Director of the Company,
performs consulting services for the Company. The Company incurred
expenses of $101,979 and $110,334 for the years ended December 31,
2018 and 2017, respectively. On December 31, 2018 and December 31,
2017, the Company owed this related party $8,000 and $18,000,
respectively.
Item 14. Principal Accounting Fees and Services
The following table indicates the fees paid by us for services
performed for the years ended December 31, 2018 and December 31,
2017:
|
|
Year Ended December 31, 2018
|
Year Ended December 31, 2017
|
|
|
|
|
|
Audit
Fees
|
$
61,500
|
$
52,455
|
|
Audit-Related
Fees
|
$
0
|
$
0
|
|
Tax
Fees
|
$
25,000
|
$
57,000
|
|
All
Other Fees
|
$
0
|
$
0
|
|
Total
|
$
86,500
|
$
109,455
|
Audit Fees
.
This category includes the aggregate fees
billed for professional services rendered by the independent
auditors during the years ended December 31, 2018 and December 31,
2017 for the audit of our financial statements and review of
previous years’ Form 10-Qs.
Tax Fees
.
This category includes the aggregate fees
billed for tax services rendered in the preparation of our federal
and state income tax returns.
All Other Fees
.
This category includes the aggregate fees
billed for all other services, exclusive of the fees disclosed
above, rendered during the year ended December 31, 2018 and
December 31, 2017.
47
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1) List of Financial statements included in Part II
hereof:
Balance Sheets as of December 31, 2018 and December 31,
2017
Statements of Operations for the twelve months ended December 31,
2018 and December 31, 2017
Statements of Stockholders' Equity (Deficit) for the period
December 31, 2017 through December 31, 2018
Statements of Cash Flows for the twelve months ended December 31,
2018 and December 31, 2017
(a)(2) List of Financial Statement schedules included in Part IV
hereof:
None.
(a)(3) Exhibits
The following exhibits are filed with this report or incorporated
by reference:
|
Exhibit No.
|
Description
|
|
Acquisition Agreement and Plan of Merger dated December 29, 2017 by
and among SeD Intelligent Home Inc., SeD Acquisition Corp., SeD
Home International, Inc. and SeD Home Inc. incorporated herein by
reference to Exhibit 2.1 to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on
December 29, 2017.
|
|
|
Certificate of Incorporation of the Company, incorporated herein by
reference to Exhibit 3.1 to the Company’s Registration
Statement on Form S-11 filed with the Securities and Exchange
Commission on October 20, 2010.
|
|
|
Bylaws of the Company, incorporated herein by reference to Exhibit
3.2 to the Company’s Registration Statement on Form S-11
filed with the Securities and Exchange Commission on October 20,
2010.
|
|
|
Amendment to the Company’s Articles of Incorporation,
incorporated herein by reference to Exhibit 3.3 to Company’s
Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on November 2, 2017.
|
|
|
Certificate of Incorporation of SeD Home Inc. incorporated herein
by reference to Exhibit 3.4 to the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on
December 29, 2017.
|
|
|
Bylaws of SeD Home Inc. incorporated herein by reference to Exhibit
3.5 to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 29,
2017.
|
|
|
Agreement of Limited Partnership of 150 CCM Black Oak, Ltd., dated
as of March 20, 2014, by and between 150 Black Oak GP, Inc. and CCM
Development USA Corporation, American Real Estate Investments, LLC
and the Fogarty Family Trust II incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 29,
2017.
|
|
|
Amendment of Agreement of Limited Partnership of 150 CCM Black Oak,
Ltd., dated as of November 7, 2014, by and between 150 Black Oak
GP, Inc. and CCM Development USA Corporation, American Real Estate
Investments, LLC and the Fogarty Family Trust II incorporated
herein by reference to Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange
Commission on December 29, 2017.
|
48
|
Amendment of Agreement of Limited Partnership of 150 CCM Black Oak,
Ltd., by and between 150 Black Oak GP, Inc. and CCM Development USA
Corporation, American Real Estate Investments, LLC and the Fogarty
Family Trust II incorporated herein by reference to Exhibit 10.3 to
the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 29,
2017.
|
|
|
Amendment of Agreement of Limited Partnership of 150 CCM Black Oak,
Ltd., dated as of September 26, 2014, by and between 150 Black Oak
GP, Inc. and CCM Development USA Corporation, American Real Estate
Investments, LLC and the Fogarty Family Trust II incorporated
herein by reference to Exhibit 10.4 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange
Commission on December 29, 2017.
|
|
|
Form of Lot Purchase Agreement for Ballenger Run, entered into as
of December 10, 2014, by and among SeD Maryland Development, LLC
and NVR, Inc. d/b/a Ryan Homes incorporated herein by reference to
Exhibit 10.5 to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 29,
2017.
|
|
|
Management Agreement, entered into as of July 15, 2015, by and
between SeD Maryland Development, LLC and SeD Development
Management, LLC incorporated herein by reference to Exhibit 10.6 to
the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 29,
2017.
|
|
|
Amended and Restated Limited Liability Company Agreement of SeD
Maryland Development, LLC, dated as of September 16, 2015, by and
between SeD Maryland Development, LLC and SeD Development
Management, LLC incorporated herein by reference to Exhibit 10.7 to
the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 29,
2017.
|
|
|
Consulting Services Agreement, dated as of May 1, 2017, between SeD
Development Management LLC and MacKenzie Equity Partners LLC
incorporated herein by reference to Exhibit 10.8 to the
Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 1, 2018.
|
|
|
Project Development and Management Agreement for Ballenger Run PUD,
dated as of February 25, 2015 by and between MacKenzie Development
Company, LLC and Cavalier Development Group, LLC, incorporated
herein by reference to Exhibit 10.9 to the Company’s
Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on May 15, 2018.
|
|
|
Assignment and Assumption Agreement, dated as of September 15,
2017, by and between MacKenzie Development Company, LLC and
Adams-Aumiller Properties, LLC, incorporated herein by reference to
Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q,
filed with the Securities and Exchange Commission on May 15,
2018.
|
|
|
Lot Purchase Agreement, dated as of July 20, 2016, by and between
SeD Maryland Development, LLC and Orchard Development Corporation,
incorporated herein by reference to Exhibit 10.11 to the
Company’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on November 14,
2018.
|
|
|
Partnership Interest Purchase Agreement, dated as of July 23, 2018,
by and between SeD Development USA, Inc. and American Real Estate
Investors, LLC, incorporated herein by reference to Exhibit 10.12
to the Company’s Quarterly Report on Form 10-Q, filed with
the Securities and Exchange Commission on November 14,
2018.
|
|
|
Partnership Interest Purchase Agreement, dated as of July 23, 2018,
by and between SeD Development USA, Inc. and Fogarty Family Trust
II, incorporated herein by reference to Exhibit 10.13 to the
Company’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on November 14,
2018.
|
|
|
Purchase and Sale Agreement, by and among 150 CCM Black Oak, Ltd.
and Houston LD, LLC, dated as of July 3, 2018.
|
|
|
Amended and Restated Purchase and Sale Agreement, by and among 150
CCM Black Oak, Ltd. and Houston LD, LLC, dated as of October 12,
2018.
|
|
|
Subsidiaries of the Company
|
|
|
Certification of Co-Chief Executive Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
|
Certification of Co-Chief Executive Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
|
Certification of Co-Chief Financial Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
|
Certification of Co-Chief Financial Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Item 16. Form 10-K Summary
None.
49
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
SeD Intelligent Home Inc.
|
|
|
|
|
|
|
Dated: April 1, 2019
|
By:
|
/s/ Rongguo (Ronald) Wei
|
|
|
|
Name:
Rongguo (Ronald)
Wei
|
|
|
|
Title:
Co-Chief Financial Officer
|
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/
Fai
H. Chan
|
|
Co-Chief
Executive Officer, Director
|
|
April 1,
2019
|
|
Fai
H. Chan
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Moe
T. Chan
|
|
Co-Chief
Executive Officer, Director
|
|
April 1,
2019
|
|
Moe
T. Chan
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Conn
Flanigan
|
|
Secretary, Director
|
|
April
1, 2019
|
|
Conn
Flanigan
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Charley
MacKenzie
|
|
Director
|
|
April
1, 2019
|
|
Charley
MacKenzie
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Rongguo
(Ronald) Wei
|
|
Co-Chief
Financial Officer
|
|
April
1, 2019
|
|
Rongguo
(Ronald) Wei
|
|
(Principal
Financial Officer and
Principal
Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Alan W. L. Lui
|
|
Co-Chief Financial Officer
|
|
April
1, 2019
|
|
Alan W. L. Lui
|
|
(Principal
Financial Officer and
Principal
Accounting Officer)
|
|
|
50
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Company S Common Equity, Related Stockholder Matters and Small Business Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial StatementsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary