UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30, 2015
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 000-53780
STAR CENTURY
PANDAHO CORPORATION
(Exact name of registrant as specified in its
charter)
| Nevada |
27-0491634 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| |
|
|
8250 w. Charleston Blvd. Suite 120
Las Vegas, Nevada |
89117 |
| (Address of Principal executive offices) |
(Zip Code) |
| |
|
| Registrant’s telephone number, including area code. |
(702) 628-8899 |
(Former name and former
address, if changed since last Report)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes þ 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 (§232.405) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes þ No ¨
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. ¨
| Large accelerated filer ¨ |
Accelerated filer
¨ |
| Non-accelerated filer ¨ |
Smaller reporting company þ |
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
As of November 13, 2015, the registrant
had 68,252,650 outstanding shares of Common Stock.
STAR CENTURY PANDAHO CORPORATION
INDEX
| |
|
Page
Number |
| PART I. |
FINANCIAL INFORMATION |
|
| |
|
|
| Item 1 |
Financial Statements: |
|
| |
Condensed Balance Sheets as of September 30, 2015 (Unaudited) and June 30, 2015 |
4 |
| |
Condensed Statements of Operations for the Three Months Ended September 30, 2015 and 2014 (Unaudited) |
5 |
| |
Condensed Statement of Stockholders’ Deficiency for the Three Months Ended September 30, 2015 (Unaudited) |
6 |
| |
Condensed Statements of Cash Flows for the Three Months Ended September 30, 2015 and 2014 (Unaudited) |
7 |
| |
Notes to Condensed Financial Statements-September 30, 2015 and 2014 (Unaudited) |
8 |
| Item 2 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
14 |
| Item 3 |
Quantitative and Qualitative Disclosures About Market Risk |
16 |
| Item 4T |
Controls and Procedures |
16 |
| |
|
|
| PART II |
OTHER INFORMATION |
|
| |
|
|
| Item 1 |
Legal Proceedings |
17 |
| Item 1A |
Risk Factors |
17 |
| Item 2 |
Unregistered Sales of Equity Securities and Use of Proceeds |
17 |
| Item 3 |
Defaults upon Senior Securities |
17 |
| Item 4 |
Mine Safety Disclosures |
17 |
| Item 5 |
Other Information |
17 |
| Item 6 |
Exhibits |
18 |
| |
|
|
| SIGNATURES |
19 |
| |
|
|
| EXHIBITS |
|
PART 1 – FINANCIAL
INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| STAR CENTURY PANDAHO CORPORATION |
| CONDENSED BALANCE SHEETS |
| |
| | |
| September 30, | | |
| June 30, | |
| | |
| 2015 | | |
| 2015 | |
| Assets | |
| (Unaudited) | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash | |
$ | 18,566 | | |
$ | 15,291 | |
| Prepaid expenses | |
| 7,567 | | |
| 10,967 | |
| Total assets | |
$ | 26,133 | | |
$ | 26,258 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Deficiency | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 148,414 | | |
$ | 107,303 | |
| Accrued compensation | |
| 792,045 | | |
| 287,693 | |
| Advances (including $35,200 and $79,987 due to related parties at
September 30, 2015 and June 30, 2015, respectively) | |
| 89,590 | | |
| 134,377 | |
| Convertible notes - related parties, net of debt
discount of $70,555 and $0 at September 30, 2015 and June 30, 2015, respectively | |
| 12,445 | | |
| — | |
| Total current liabilities | |
| 1,042,494 | | |
| 529,373 | |
| | |
| | | |
| | |
| Non-redeemable convertible note (including $37,164
and $35,474 due to related parties at September 30, 2015 and June 30, 2015, respectively) | |
| 37,164 | | |
| 96,490 | |
| Total liabilities | |
| 1,079,658 | | |
| 625,863 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders' Deficiency : | |
| | | |
| | |
Preferred stock; par value $0.01; 48,900,000 shares authorized,
no shares issued and outstanding | |
| — | | |
| — | |
Series A Convertible Preferred Stock; par value $0.01;
1,000,000 shares authorized, no shares issued and outstanding | |
| — | | |
| — | |
| Series B Preferred Stock; par value $0.01; 100,000 shares authorized,
25,000 shares and 0 issued and outstanding at September 30, 2015 and June 30, 2015, respectively | |
| 250 | | |
| — | |
Common stock; par value $0.001; 250,000,000 shares authorized,
68,252,650
issued and outstanding at September 30, 2015 and June 30, 2015, respectively | |
| 95,253 | | |
| 95,253 | |
| Additional paid-in capital | |
| 118,864,550 | | |
| 118,734,432 | |
| Notes receivable | |
| (5,000,000 | ) | |
| (5,000,000 | ) |
| Accumulated deficiency | |
| (115,013,578 | ) | |
| (114,429,290 | ) |
| Total stockholders' deficiency | |
| (1,053,525 | ) | |
| (599,605 | ) |
| Total liabilities and stockholders’ deficiency | |
$ | 26,133 | | |
$ | 26,258 | |
| | |
| | | |
| | |
| The accompanying notes are an integral part of these condensed financial statements. | |
STAR CENTURY PANDAHO CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the Three Months Ended
September 30,
2015 |
|
For the Three Months Ended
September 30,
2014 |
| |
|
|
|
|
| |
|
|
|
|
| Revenue |
|
$ |
— |
|
|
$ |
— |
|
Costs and expenses: |
|
|
|
|
|
|
|
| Compensation |
|
|
504,352 |
|
|
|
- |
| Administrative expenses |
|
|
64,925 |
|
|
|
11,681 |
| Loss from operations |
|
|
(569,277) |
|
|
|
(11,681) |
| |
|
|
|
|
|
|
|
| Other income (expense) |
|
|
|
|
|
|
|
| Interest expense |
|
|
(15,011) |
|
|
|
(18,395) |
| |
|
|
|
|
|
|
|
| Net loss |
|
$ |
(584,288) |
|
|
$ |
(30,076) |
| |
|
|
|
|
|
|
|
| Net loss per share-basic and diluted |
|
$ |
(0.01) |
|
|
$ |
(0.07) |
| |
|
|
|
|
|
|
|
| Weighted average shares outstanding-basic and diluted |
|
|
68,252,650 |
|
|
|
402,510 |
The accompanying notes are an integral part
of these condensed financial statements.
STAR
CENTURY PANDAHO CORPORATION
CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIENCY
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
2015
(Unaudited)
| | |
Common
Shares | |
Common
Stock | |
Preferred B Shares | |
Preferred B Stock | |
Additional Paid-in
Capital | |
Accumulated
Deficiency | |
Note
Receivable | |
Total Stockholders’
Deficiency |
| Balance June 30, 2015 | |
| 68,252,650 | | |
$ | 95,253 | | |
| — | | |
$ | — | | |
$ | 118,734,432 | | |
$ | (114,429,290 | ) | |
$ | (5,000,000 | ) | |
$ | (599,605 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Preferred shares issued to settle $44,787 advances due to
shareholder | |
| — | | |
| — | | |
| 25,000 | | |
| 250 | | |
| 44,537 | | |
| — | | |
| — | | |
| 44,787 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Beneficial conversion feature associated with issued
convertible
notes | |
| — | | |
| — | | |
| — | | |
| — | | |
| 85,581 | | |
| — | | |
| — | | |
| 85,581 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (584,288 | ) | |
| — | | |
| (584,288 | ) |
| Balance September 30, 2015 (Unaudited) | |
| 68,252,650 | | |
$ | 95,253 | | |
| 25,000 | | |
$ | 250 | | |
$ | 118,864,550 | | |
$ | (115,013,578 | ) | |
$ | (5,000,000 | ) | |
$ | (1,053,525 | ) |
The accompanying notes are an integral part
of these condensed financial statements.
| STAR CENTURY PANDAHO CORPORATION |
| CONDENSED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| | |
| |
|
| | |
| For the Three months | | |
| For the Three months | |
| | |
| Ended | | |
| Ended | |
| | |
| September 30, | | |
| September 30, | |
| | |
| 2015 | | |
| 2014 | |
| Cash Flows from operating activities | |
| | | |
| | |
| Net loss | |
$ | (584,288 | ) | |
$ | (30,076 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Accrued interest | |
| 2,566 | | |
| 5,302 | |
| Amortization of debt discount | |
| 12,445 | | |
| 13,093 | |
| Changes in operating assets and liabilities | |
| | | |
| | |
| Prepaid expenses | |
| 3,400 | | |
| — | |
| Accounts payable and accrued liabilities | |
| 41,111 | | |
| 11,603 | |
| Accrued compensation | |
| 504,352 | | |
| — | |
| Net cash used in operating activities | |
| (20,414 | ) | |
| (78 | ) |
| | |
| | | |
| | |
| Cash Flows from financing activities | |
| | | |
| | |
| Cash payment made on non-redeemable convertible note | |
| (61,892 | ) | |
| — | |
| Proceeds from issuance of convertible notes-related parties | |
| 85,581 | | |
| — | |
| Net cash provided by financing activities | |
| 23,689 | | |
| — | |
| | |
| | | |
| | |
| Net increase (decrease) in cash | |
| 3,275 | | |
| (78 | ) |
| Cash, beginning of period | |
| 15,291 | | |
| 215 | |
| Cash, end of period | |
$ | 18,566 | | |
$ | 137 | |
| | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |
| | | |
| | |
| Cash paid during the period for: | |
| | | |
| | |
| Interest | |
$ | 18,892 | | |
$ | — | |
| Income taxes | |
$ | — | | |
$ | — | |
| NON-CASH FINANCING ACTIVITIES | |
| | | |
| | |
| Issuance of Series B Preferred Stock in settlement
of advance due to a shareholder | |
$ | 44,787 | | |
$ | — | |
| Beneficial conversion feature associated with issued convertible notes | |
$ | 85,581 | | |
$ | — | |
The accompanying notes are an integral part of these condensed financial statements. | |
STAR CENTURY PANDAHO CORPORATION
Notes to Condensed Financial Statements
Three months ended September 30, 2015 and
2014
(Unaudited)
NOTE 1. NATURE AND BACKGROUND OF BUSINESS
Star Century Pandaho Corporation ("the
Company", “SCPD”) was organized under the laws of the State of Nevada on May 21, 2009. The Company was established
as part of the Chapter 11 reorganization of AP Corporate Services, Inc. ("AP").
In January, 2015, Star Century Entertainment,
Inc acquired 53.66% of total outstanding shares of the Company. In conjunction with gaining control of the Company, Star Century
Entertainment elected three individuals to be the Company’s management, amended the Company’s Articles of Incorporation
to (i) change the name of the Company to Star Century Pandaho Corporation (ii) effect a 1-for-5,000 reverse common stock split
and (iii) decrease the Company’s authorized common stock to 150,000,000 shares, par value $0.001. On May 20, 2015, the Company’s
Board of Directors and the majority shareholder amended the Company’s Articles of Incorporation to increase authorized common
stock to 250,000,000 shares. All common stock share and per-share amounts for all periods presented in these financial statements
have been adjusted retroactively to reflect the reverse stock split.
Pandaho the Panda is a cartoon styled character.
On May 22, 2015, the Company secured certain licensing rights to the Pandaho character and brand though a licensing agreement with
the creator of Pandaho, Ms. Liu Li. The Company’s aim is to build Pandaho into a competitive cartoon brand with Pandaho-themed
merchandise and multi-media exhibitions.
Basis of presentation
The accompanying condensed financial statements
are unaudited. These unaudited interim condensed financial statements have been prepared in accordance with accounting principles
generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange
Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included
in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.
Accordingly, these unaudited interim condensed financial statements should be read in conjunction with the financial statements
and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015 filed with
the SEC. The condensed balance sheet as of June 30, 2015 included herein was derived from the audited financial statements as of
that date, but does not include all disclosures, including notes, required by GAAP.
In the opinion of management, the accompanying
unaudited condensed financial statements contain all adjustments necessary to fairly present the Company’s financial position
and results of operations for the interim periods reflected. Unless noted, all adjustments contained herein are of a normal recurring
nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.
Going concern
The Company’s condensed financial
statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. The Company has a stockholders’ deficiency
and has experienced recurring operating losses and used cash in operating activities since inception. For the three months
ended September 30, 2015, the Company had a net loss of $584,288 and used cash in operating activities of $20,414, and at
September 30, 2015, had a working capital deficiency of $1,016,361 and stockholders’ deficiency of $1,053,525.
Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of
revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company’s officers and
directors have committed to advancing certain operating costs of the Company. The accompanying financial statements do not
include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this uncertainty.
Primarily as a result of our recurring losses
and our lack of liquidity, the Company’s independent registered public accounting firm, in their report on our financial
statements for the year ending June 30, 2015, expressed substantial doubt about the Company’s ability to continue as a going
concern.
Over the next 12 months, the Company expects
to expend approximately $100,000 in cash for legal, accounting and related services. The Company has not yet determined the amount
of cash that will be necessary to fund its planned operations in China. We hope to be able to attract suitable investors for our
business plan, which will not require us to use our cash, although there can be no assurances that we will be successful in these
efforts.
We expect to be able to secure capital through
advances from our officers or principal shareholders in order to pay expenses such as filing fees, accounting fees and legal fees.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ESTIMATES
The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The more significant estimates and assumptions by management include, among others, the accrual of potential liabilities, and the
assumptions used in valuing share-based instruments issued for services.
REVENUE
Revenue is recognized when the price is fixed
or determinable, persuasive evidence of an arrangement exists, the service has been delivered, and collectability is reasonably
assured. In transactions in which the Company brokers a sale and determines that it was not the primary obligor in the arrangement,
the Company records as net the commission earned from the transaction.
BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is computed by dividing
net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted
loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common
shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common
shares had been issued. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive.
At September 30, 2015 and 2014, we excluded the outstanding securities
summarized below, which entitle the holders thereof to acquire shares of common stock as their effect would have been anti-dilutive:
| | |
September 30, 2015 | |
September 30, 2014 |
| Common stock issuable upon conversion of convertible and
non-redeemable convertible notes payable | |
| 1,599,090 | | |
| 168,566 | |
| Common stock issuable upon conversion of advances-due shareholder | |
| 102,000 | | |
| — | |
| Common stock issuable upon conversion of accrued compensation | |
| 800,045 | | |
| — | |
| Total | |
| 2,501,135 | | |
| 168,566 | |
STOCK-BASED COMPENSATION
The Company may periodically issue
shares of common stock, stock options, or warrants to employees and non-employees in non-capital raising transactions for
services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees
based on the authoritative guidance provided by the FASB whereas the value of the award is measured on the date of grant and
recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to
non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based
upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date
at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges
generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future
performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation
charge is recorded in the period of the measurement date.
The fair value of the Company's common stock
option grants are estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest
rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based
upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the
Black-Scholes option pricing model could materially affect compensation expense recorded in future periods.
FAIR VALUE
OF FINANCIAL INSTRUMENTS
Fair value is defined as the price that would
be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at
the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated
based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.
In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.
In addition to defining fair value, the standard
expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy
prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the
market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that
is significant to the fair value measurement in its entirety. These levels are:
Level 1 – inputs are based
upon unadjusted quoted prices for identical instruments traded in active markets.
Level 2 – inputs are based
upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar
instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable
in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – inputs are generally
unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the
asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted
cash flow models, and similar techniques.
The estimated fair value of certain financial
instruments, including cash and cash equivalents and accounts payable and accrued expenses are carried at historical cost basis,
which approximates their fair values because of the short-term nature of these instruments. The recorded value of the convertible
notes-related parties and non-redeemable convertible note approximates its fair value based upon its effective interest rate.
RECENT ACCOUNTING
PRONOUNCEMENTS
In May 2014, the Financial Accounting
Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers.
ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition
guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU
2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in
the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and
cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized
from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after
December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 31, 2016.
The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and
disclosures.
In August 2014, the FASB issued Accounting
Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,
which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. ASU 2014-15
requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within
one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise
substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for annual periods
ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating
the impact the adoption of ASU 2014-15 on the Company’s financial statements and disclosures.
Other recent accounting pronouncements issued
by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities
and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future
consolidated financial statements.
NOTE 3. ADVANCES
The Company from time to time borrows
from our principal shareholders, or others, to pay expenses such as filing fees, accounting fees and legal fees. These
advances are non-interest bearing, unsecured, and generally due upon demand. At September 30, 2015 and June 30, 2015, $10,200
of these advances due shareholders are due June 3, 2016, and are convertible into 102,000 shares of the
Company’s common stock at a conversion price of $0.10 per share. At September 30, 2015 and June 30, 2015, the Company
was obligated for the following advances:
| | |
September 30,
2015
(unaudited) | |
June 30,
2015 |
| Advances due to shareholders | |
$ | 35,200 | | |
$ | 79,987 | |
| Advances due to unrelated parties | |
| 54,390 | | |
| 54,390 | |
| | |
$ | 89,590 | | |
$ | 134,377 | |
| | |
| | | |
| | |
NOTE 4. CONVERTIBLE NOTES-RELATED PARTIES
| | |
September 30
2015
(unaudited) | |
June 30,
2015 |
| Balance due on convertible notes | |
$ | 85,581 | | |
$ | — | |
| Unamortized note discounts | |
| (73,136 | ) | |
| — | |
| Balance on convertible notes, net of note discounts | |
$ | 12,445 | | |
$ | — | |
During the three months ended September 30,
2015, the Company issued four convertible notes for total proceeds of $85,581. The notes are unsecured, accrue interest at 10%
per annum, are due through September 8, 2016, and are convertible into 855,810 shares of the Company’s common stock at a
conversion price of $0.10 per share. The closing price of the Company’s common stock ranged from $0.53 per share to $0.71
per share on the dates the notes were issued. The Company determined that the notes contained a beneficial conversion feature of
$85,581 since the market price of the Company’s common stock was higher than the conversion price of the notes when issued.
The Company recorded the beneficial conversion feature as a discount (up to the face amount of the applicable note) to be amortized
over the life of the related note. During the three months ended September 30, 2015, $12,445 of discount amortization is included
in interest expense, and at September 30, 2015, there was an unamortized discount balance of $73,136 to be amortized through September
2016.
NOTE 5. NON-REDEEMABLE CONVERTIBLE NOTE
On February 20, 2014, the Company
agreed to exchange advances due an unrelated party (the original note holder) for a note for $68,000. The note bears interest
at 20% per annum, and is secured by all the assets of the Company. The note was originally due August 1, 2014 and has been
was extended to August 1, 2016. The Company may prepay the note in readily available funds at any time prior to the
maturity date. The Company has the right to convert the note into shares of the Company’s common stock at any time
prior to the maturity date at a fixed price of $0.05 per share of common stock. In January 2015, $25,000 of the $68,000
principal and accrued interest was assigned to a related party of the Company by the original note holder. On July 31, 2015,
the Company repaid $61,892 of principal and interest due to the original note holder. At September 30, 2015, the face amount
of the note due to a related party plus accrued interest was $37,164 and is convertible into 743,280 shares of common stock.
As it is the Company’s choice to convert the note into shares of the Company’s common stock or to pay the note in
cash, the note is presented below current liabilities on the accompanying condensed balance sheets.
NOTE 6. STOCKHOLDERS' EQUITY
Designation and issuance of Series B Preferred
stock
On September 4, 2015, the Company filed a Certificate
of Designation designating the rights and restrictions of 100,000 shares of Series B Preferred stock, par value $0.01 pursuant
to resolutions approved by the Company’s Board of Directors on June 11, 2015.
The holders of Series B Preferred stock are
entitled to vote together with the holders of common stock, as a single class, upon all matters submitted to holders of common
stock for a vote. Each share of Series B Preferred Stock has the voting power of 5,000 shares of common stock. The Series B Preferred
stock is not convertible into common stock. In the event of any liquidation, dissolution or winding up of the Company, Series B
Preferred stock shall have a liquidation preference to the common stock in the amount of par value per share.
On September 8, 2015, the Company issued 25,000
shares of Series B Preferred Stock in exchange for $44,787 due to Star Century Entertainment Corporation. The price per share of
the Series B Preferred Stock was determined to be $0.73 per share, which was the closing price of the Company's common stock on
September 8, 2015. The debt settled by the issuance of shares totaled $44,787. Based on $0.73 per share, this results in a valuation
of the 25,000 shares of Series B Preferred Stock of $18,250. The difference of $26,537 is a gain on settlement of debt, which is
recorded as a contribution to capital because it is a transaction between a principal shareholder of the Company and the Company.
At September 30, 2015, there were 68,252,650 shares of common stock outstanding. Based on the voting rights of the Series B Preferred
stock of 125,000,000 shares of common stock, Star Century Entertainment has the ability to elect our directors and determine the
outcome of votes by our stockholders on corporate matters, including mergers, sales of our assets, charter amendments and other
matters requiring stockholder approval.
NOTE 7. RELATED PARTY TRANSACTIONS
Compensation
Compensation and accrued compensation represent
amounts recorded for employment contracts with three executives and a consulting agreement with a shareholder. Pursuant to the
terms of these agreements, total annual compensation for services is $396,000. The executive or shareholder has the option to accept
shares of the Company’s common stock in lieu of cash based on a 50% discount to the average stock price, as defined. For
the three months ended September 30, 2015, the Company recorded $504,352 of compensation related to these agreements, which included
$99,000 for the pro-rate accrual of annual compensation with the balance reflecting an expense for the value of the options to
be paid in shares of common stock. At September 30, 2015, the executives and shareholder had the option to be paid in 800,045 shares
of the Company’s common stock valued at $792,045. The option to accept shares of common stock in lieu of cash is accounted
for at the intrinsic value of the potentially issuable common shares and is subject to adjustment at each reporting date based
on the change in market value of the shares.
Forward-Looking Statements
This report includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “1933 Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements
of historical fact are “forward-looking statements” for purposes of this Quarterly Report on Form 10-Q, including any
projections of earnings, revenue or other financial items, any statements regarding the plans and objectives of management for
future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions
or performance, any statements regarding expected benefits from any transactions and any statements of assumptions underlying any
of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,”
“will,” “expects,” “plans,” “anticipates,” “estimates,” “potential”
or “continue,” or the negative thereof or other comparable terminology. Although we believe that the expectations reflected
in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the
forward-looking statements will prove to be correct and actual results could differ materially from those projected or assumed
in the forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements,
are subject to inherent risk and uncertainties, including, but not limited to, the risk factors set forth in “Part II, Item
1A – Risk Factors” below and for the reasons described elsewhere in this Quarterly Report on Form 10-Q. All forward
looking statements and reasons why results may differ included in this report are made as of the date hereof and we do not intend
to update any forward-looking statements except as required by law or applicable regulations. Except where the context otherwise
requires, in this Quarterly Report on Form 10-Q, the “Company,” “Star Century Pandaho Corporation,”, “the
Company ”, “we,” “us” and “our” refer to Star Century Pandaho Corporation, a Nevada corporation.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
Company Overview
Star Century Pandaho Corporation (“the
Company”) was organized under the laws of the State of Nevada on May 21, 2009. The Company was established as part of the
Chapter 11 reorganization of AP Corporate Services, Inc. ("AP"). Under AP's Plan of Reorganization, as confirmed by the
U.S. Bankruptcy Court for the Central District of California, the Company was organized to own and develop a professional journal
devoted to radiology.
On January 8, 2015, two shareholders of the
Company agreed to sell an aggregate of 216,000 shares of the Company’s common stock, representing 53.66% of total outstanding
shares to Star Century Entertainment, Inc., an unrelated third party, and the Company experienced a change in control. In conjunction
with the change in control, three individuals were elected to be the Company’s management, and the Company’s former
President resigned. Effective January 16, 2015, the Company’s Board of Directors and the majority shareholder amended the
Company’s Articles of Incorporation to (i) change the name of the Company to Star Century Pandaho Corporation (ii) effect
a 1-for-5,000 reverse common stock split and (iii) decrease the Company’s authorized common stock to 150,000,000 shares,
par value $0.001. On May 20, 2015, the Company’s Board of Directors and the majority shareholder amended the Company’s
Articles of Incorporation to increase authorized common stock to 250,000,000 shares.
The Company’s headquarters are based
in Las Vegas, Nevada with planned primary operation in Beijing, China. Our planned services, though to be offered globally, will
initially be focused throughout China, surrounding Asia-Pacific countries, the United States and Canada. The Company’s business
plan includes the establishment of officially licensed and professional fan clubs for celebrities and selected brands that will
engage in event management, talent shows, brand and image licensing and associated product distribution, music festivals, and multi-media
productions such as movies, television shows and web channel content. Within our planned services we also intend to utilize our
license rights to the character and brand Pandaho, not only for the above referenced activities but also for Pandaho (Panda) themed
areas as well branding, toys, art, entertainment and e-commerce.
The Company is optimistic about the opportunity
to utilize the Pandaho brand. The associated Panda image is a national treasure of China. The Company plans to develop and
launch appropriate commercial, philanthropic and cultural activities as a part of the comprehensive brand development of Pandaho,
the Panda. The Company believes that Pandaho, the Panda, brand is an excellent entry point for the implementation of the Company’s
business plan.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2015 COMPARED
WITH THE THREE MONTHS ENDED SEPTEMBER 30, 2014
REVENUES
For the three months ended September 30, 2015
and 2014, we had no revenues. We are completely dependent upon the willingness of our management to fund our operations by way
of loans or advances from our Chief Executive Officer, shareholders and others.
OPERATING COSTS
Compensation was $504,352 for the three
months ended September 30, 2015, compared to $0 for the three months ended September 30, 2014. The increase in compensation
is due to employment contracts with three executives and a consulting agreement with a shareholder entered into during 2015.
Pursuant to the terms of these agreements, total annual compensation for services is $396,000. The executive or shareholder
have the option to accept shares of the Company’s common stock in lieu of cash based on a 50% discount to the average
stock price, as defined. For the three months ended September 30, 2015, the Company recorded $504,352 of compensation related
to these agreements, which included $99,000 for accrual of annual compensation with the balance reflecting the value of the
options to be paid in shares of common stock. At September 30, 2015, the executives and shareholder had the option to be paid
in 800,045 shares of the Company’s common stock valued at $792,045.
Administrative expenses were $64,925 for
the three months ended September 30, 2015, compared to $11,681 for the three months ended September 30, 2014. Included in
administrative expenses for the three months ended September 30, 2015 are $29,377 of payroll taxes, compared to no payroll
taxes in 2014. Other increases in total administrative costs for the three months ended September 30, 2015 compared to 2014
are due to increases in accounting, audit, legal and transfer agent costs related to SEC compliance, and investor relation
expenses.
OTHER INCOME (EXPENSE)
Other income (expense) includes interest expense
of $15,011 for the three months ended September 30, 2015 and interest expense of $18,395 for the three months ended September 30,
2014.
NET LOSS
Our net losses for the three months ended September
30, 2015 and 2014 were $584,288 and $30,076, respectively. Our losses increased in the current year primarily because of an increase
in administrative, professional fees and amortization on debt discount offset by decrease in interest expense.
LIQUIDITY
The accompanying financial statements have
been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going
concern. As of September 30, 2015, we had cash of $18,566 and total liabilities of $1,079,658. Our cash flows from operating activities
for the three months ended September 30, 2015 resulted in cash used of $20,414. Our current cash balance and cash flow from operating
activities will not be sufficient to fund our operations. Our cash flow provided by financing activities for the three months ended
September 30, 2015 was $23,689. The Company has a working capital deficiency of $1,016,361 and a stockholders’ deficiency
of $1,053,525 at September 30, 2015. Primarily as a result of our recurring losses and our lack of liquidity, we have received
a report from our independent registered public accounting firm for our financial statements for the year ended June 30, 2015 that
included an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern.
Over the next 12 months we expect to expend
approximately $100,000 in cash for legal, accounting and related services. Cash used for other expenditures is expected to be minimal.
We hope to be able to attract suitable investors for our business plan, which will not require us to use our cash, although there
can be no assurances that we will be successful in these efforts.
We expect to be able to secure capital through
advances from our Chief Executive Officer, shareholders and others in order to pay expenses such as organizational costs, filing
fees, accounting fees and legal fees. We believe it will be difficult to secure capital in the future because we have no assets
to secure debt and there is currently no trading market for our securities. We will need additional capital in the next twelve
months and if we cannot raise such capital on acceptable terms, we may have to curtail our operations or terminate our business
entirely.
The inability to obtain financing or generate
sufficient cash from operations could require us to reduce or eliminate expenditures for acquiring suitable partners or otherwise
curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results
of operations. Furthermore, to the extent that we raise additional capital through the sale of equity or convertible debt securities,
the issuance of such securities may result in dilution to existing stockholders. If we raise additional funds through the issuance
of debt securities, these securities may have rights, preferences and privileges senior to holders of our common stock and the
terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to
meet our operational needs, we may seek to compensate providers of services by issuing stock in lieu of cash, which may also result
in dilution to existing stockholders.
OPERATING CAPITAL AND CAPITAL EXPENDITURE REQUIREMENTS
Our controlling shareholders expect to advance
us additional funding for operating costs in order to implement our business plan. The funds are loaned to the Company as required
to pay amounts owed by the Company. As such, our operating capital is currently limited to the resources of our controlling shareholders.
The loans from our controlling shareholders are unsecured and non-interest bearing and have no set terms of repayment. We anticipate
receiving additional capital once we are able to have our securities actively trading on a public exchange. There is no guarantee
our stock will develop a market on that public exchange.
PLAN OF OPERATION AND FUNDING
We do not currently engage
in enough business activities that provide cash flow. During the next twelve months we anticipate incurring costs related
to:
(i)
filing of Exchange Act reports, and
(ii)
costs relating to developing our new business plan
We believe we will be able to meet these costs
through amounts, as necessary, to be loaned to or invested in us by our controlling shareholders.
Employees
Star Century Pandaho Corporation currently has no employees.
Office and Facilities
Our corporate headquarters are located at 8250
W. Charleston Blvd. Suite 110, Las Vegas, Nevada 89117.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Going Concern
The Company’s financial statements are
prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a stockholders’
deficiency and has experienced recurring operating losses and negative operating cash flows since inception. As reflected in the
accompanying financial statements, the Company had a net loss of $584,288 for the three months September 30, 2015, and had a working
capital deficiency of $1,016,361 and a stockholders’ deficiency of $1,053,525 at September 30, 2015. Currently, the Company does
not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its
operation costs and allow it to continue as a going concern. The officers and directors have committed to advancing certain operating
costs of the Company. The accompanying financial statements do not include any adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. Primarily as a
result of our recurring losses and our lack of liquidity, the Company’s independent registered public accounting firm, in
their report on our financial statements for the year ending June 30, 2015, expressed substantial doubt about the Company’s
ability to continue as a going concern.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Not applicable.
ITEM 4T. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 of the Securities
Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls
and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this
report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end
of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information
required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure
that such information is accumulated and communicated to our company's management, including our principal executive officer and
principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls
and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial
reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk
assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements
and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines.
Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.
We plan to take steps to enhance and improve
the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q,
we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement
the following changes during our fiscal year ending June 30, 2016, subject to obtaining additional financing: (i) appoint additional
qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written
policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon
our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such
funds, remediation efforts may be adversely affected in a material manner.
Changes in Internal Control over
Financial Reporting
There were no changes in our internal
control over financial reporting during the quarter ended September 30, 2015 that have materially affected or are reasonably likely
to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE.
ITEM 1A. RISK FACTORS
There have been no material changes in our
risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2015.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS.
Except as so indicated in Exhibits 32.1 and 32.2, the
following exhibits are filed as part of, or incorporated by reference, to this Quarterly Report on Form 10-Q.
| |
|
|
Incorporated by reference |
| Exhibit |
Exhibit Description |
Filed herewith |
Form |
Period ending |
Exhibit |
Filing date |
| 3.1 |
Articles of Incorporation |
|
10/A#2 |
|
3.1 |
11/5/2009 |
| 3.2 |
Bylaws |
|
10/A #2 |
|
3.2 |
11/5/2009 |
| 31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
X |
|
|
|
|
| 31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
X |
|
|
|
|
| 32.1 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
X |
|
|
|
|
| 32.2 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
X |
|
|
|
|
| 101 |
Interactive Data Files for the Star Century Pandaho Corporation
Form 10Q for the period ended September 30, 2015
|
X |
|
|
|
|
SIGNATURE
In accordance with
Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
| |
STAR CENTURY PANDAHO CORPORATION |
| |
|
|
| |
|
|
| Date: November 13, 2015 |
By: |
/s/ Fen Xing |
| |
|
Fen Xing
Chief Executive Officer, Secretary, Treasurer and Director (Principal
Executive Officer, Principal Accounting and Financial Officer) |
| |
|
|
| |
|
|
| |
|
|
EXHIBIT 31.1
STAR CENTURY PANDAHO CORPORATION
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Fen Xing certify
that:
1. I have reviewed this Form 10-Q of Star Century Pandaho Corporation;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b. Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant’s other certifying officer and I have
disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: November 13, 2015
By: /s/ Fen Xing
Fen Xing
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
STAR CENTURY PANDAHO CORPORATION
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Fen Xing
certify that:
1. I have reviewed this Form 10-Q of Star Century Pandaho Corporation;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b. Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant’s other certifying officer and I have
disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: November 13, 2015
By: /s/ Fen Xing
Fen Xing
Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 32.1
STAR CENTURY PANDAHO CORPORATION
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Star Century
Pandaho Corporation (the Registrant) on Form 10-Q for the period ended September 30, 2015 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, Fen Xing, Principal Executive Officer
of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by
Section 906 has been provided to Fen Xing and will be retained by Star Century Pandaho
Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
Dated: November 13, 2015
By: /s/ Fen Xing
Fen Xing
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 32.2
STAR CENTURY PANDAHO CORPORATION
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Star Century Pandaho Corporation
(the Registrant) on Form 10-Q for the period ended September 30, 2015 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Fen Xing, Principal Financial Officer of the
Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906
has been provided to Fen Xing and will be retained by Star Century Pandaho Corporation and furnished
to the Securities and Exchange Commission or its staff upon request.
Dated: November 13, 2015
By: /s/ Fen Xing
Fen Xing
Chief Financial Officer
(Principal Financial Officer)