UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~(Mark~~x ~~One~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2017

x¨ ~~ANNUAL~~TRANSITION REPORT UNDER SECTION 13 OR 15(dD) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________

For the fiscal year ended: March 31, 2016

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File No. 0-53730

EFT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-1211204
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
17800 Castleton St., Suite 300 City of Industry, CA		91748
(Address of Principal Executive Offices)		(Zip Code)

Nevada

(State or Other Jurisdiction

of Incorporation or Organization)

20-1211204

(IRS Employer Identification No.)

~~Registrant’s~~17800 ~~Telephone~~Castleton ~~Number:~~Street, ~~(626)~~Suite 300, City ~~581-3335~~of Industry, California 91748

~~Securities~~(Address ~~registered~~of ~~pursuant~~Principal toExecutive ~~Section~~Office, ~~12(b)~~Including ofZip ~~the Act:~~Code)

~~Title~~Registrant’s oftelephone ~~each~~number, including ~~Class~~area ~~Name~~code: of(626) ~~each exchange on which registered~~581-3335

Securities ~~registered~~Registered ~~pursuant~~under to Section 12 12(gb) of the Exchange Act:

~~Common Stock (~~Title of Each Class) Name of each exchange on which registered None None

~~Indicate by~~Securities ~~check~~Registered ~~mark~~under ifSection ~~the registrant is a well-known seasoned issuer, as defined in Rule 405~~ 12(g) of the ~~Securities~~Exchange Act~~. ¨ Yes x No~~:

~~Indicate by~~Common ~~check~~Stock, ~~mark~~par ifvalue ~~the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act~~$0. ~~¨ Yes x No~~00001

~~Indicate by check mark whether the registrant~~ (1)Title ~~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~~Class)~~, and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No~~

Indicate by check mark ~~whether~~if the registrant ~~has~~is ~~submitted~~a ~~electronically~~well-known ~~and~~seasoned ~~posted on its corporate Web site~~issuer, ifas ~~any,~~defined ~~every~~in ~~Interactive Data File required to be submitted and posted pursuant to~~ Rule 405 of ~~Regulation S-T (§232.405 of this chapter) during~~ the ~~preceding~~ 12Securities ~~months (or for such shorter period that the registrant was required to submit and post such files)~~Act. x Yes ¨ No x

Indicate by check mark if ~~disclosure~~the ofregistrant ~~delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter)~~ is not ~~contained~~ ~~herein,~~required ~~and~~to ~~will~~file ~~not~~reports bepursuant ~~contained,~~ to ~~the~~Section ~~best~~13 ~~of registrant’s knowledge, in definitive proxy~~ or ~~information~~Section ~~statements incorporated~~15(d) ~~by reference in Part III~~ of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K~~Act. Yes ¨ No x

Indicate by check mark whether the registrant is a(1) ~~large~~has ~~accelerated~~filed ~~filer,~~all anreports ~~accelerated~~required ~~filer,~~to abe ~~non-accelerated~~filed ~~filer,~~by orSection a13 ~~smaller~~or ~~reporting~~15(d) ~~company.~~of ~~See~~ the ~~definitions~~Securities Exchange Act of ~~“large~~1934 ~~accelerated~~during ~~filer,”~~the ~~“accelerated~~preceding ~~filer”~~12 ~~and~~months ~~“smaller~~(or ~~reporting~~for ~~company”~~such inshorter ~~Rule~~period ~~12b-2~~that the registrant was required to file such reports), ofand (2) has been subject to such filing requirements for the ~~Exchange~~past ~~Act~~90 days. Yes ¨ No x

~~Large~~Indicate by ~~accelerated~~check ~~filer~~mark ¨whether ~~Accelerated~~the ~~filer~~registrant ¨has ~~Non-accelerated~~submitted ~~filer~~electronically ¨and ~~(Do~~posted ~~not~~on ~~check~~its corporate Web site, if aany, ~~smaller~~every ~~reporting~~Interactive Data ~~company~~File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) ~~Smaller~~during ~~reporting~~the preceding ~~company~~12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of isdelinquent afilers ~~shell~~pursuant ~~company~~to ~~(as~~Item ~~defined~~405 inof ~~Rule~~Regulation ~~12b~~S-2K (§229.405 of ~~the~~this ~~Act~~chapter). ¨is not ~~Yes~~contained xherein, Noand 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. ¨

~~The~~Indicate ~~aggregate~~by ~~market~~check ~~value~~mark ofwhether the ~~voting and~~registrant ~~non-voting~~is ~~common~~a ~~equity~~large ~~held~~accelerated filer, byan ~~non-affiliates~~accelerated offiler, ~~the~~a ~~registrant~~non-accelerated filer, ~~based~~or ~~upon~~a ~~the~~smaller ~~price~~reporting ~~of $0~~company.01 ~~per~~See ~~share,~~the ~~which~~definitions ~~was~~of ~~the~~“large ~~closing~~accelerated ~~price~~filer”, of“accelerated ~~the~~filer”, ~~common~~“smaller ~~stock~~reporting ascompany” ~~reported~~and on“emerging ~~the~~growth ~~OTC~~company” in ~~Bulletin~~Rule ~~Board~~12b-2 ~~under~~of the ~~symbol~~Exchange ~~“EFTB”~~Act. on(Check ~~September 30, 2015, was $238,842.~~one):

AsLarge ofaccelerated ~~June~~filer ~~29,~~¨ ~~2016,~~Non-accelerated ~~the~~filer ~~registrant had~~¨ ~~75,983,201~~Accelerated ~~outstanding~~filer ~~shares~~¨ ofSmaller ~~common~~reporting ~~stock.~~company x Emerging growth company ¨

~~DOCUMENTS~~If an ~~INCORPORATED~~emerging BYgrowth ~~REFERENCE:~~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. ¨

~~None~~ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act). Yes ¨ No x

The aggregate market value of common stock held by non-affiliates as of September 30, 2016 (the last business day of the most recently completed second fiscal quarter) was approximately $503,957, based on the closing price of $.0211 on September 30, 2016.

As of February 8, 2018, 75,983,201 shares of the common stock of the registrant were issued and outstanding.

Documents Incorporated by Reference: None.

EFT HOLDINGS, INC.

ANNUAL REPORT ON FORM 10-K

~~INDEX~~FOR THE FISCAL YEAR ENDED MARCH 31, 2017

		Page
PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	6
Item 1B.	Unresolved Staff Comments.	11
Item 2.	Properties.	11
Item 3.	Legal Proceedings.	12
Item 4.	Mine Safety Disclosures.	12
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	13
Item 6.	Selected Financial Data.	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	21
Item 8.	Financial Statements and Supplementary Data.	21
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	22
Item 9A.	Controls and Procedures.	22
Item 9B.	Other Information.	23
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	23
Item 11	Executive Compensation.	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	26
Item 14.	Principal Accounting Fees and Services.	26
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	27
Signatures		27

TABLE OF CONTENTS

		Page
PART I

Item 1	Business	4
Item 1A	Risk Factors	9
Item 1B	Unresolved Staff Comments	21
Item 2	Properties	21
Item 3	Legal Proceedings	21
Item 4	Mine Safety Disclosures	21

PART II

Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6	Selected Financial Data	23
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	31
Item 8	Financial Statements and Supplementary Data	31
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	31
Item 9A	Controls and Procedures	31
Item 9B	Other Information	32

PART III

Item 10	Directors, Executive Officers and Corporate Governance	32
Item 11	Executive Compensation	35
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13	Certain Relationships and Related Transactions, and Director Independence	37
Item 14	Principal Accounting Fees and Services	38

PART IV

Item 15	Exhibits, Financial Statement Schedules	39
	Signatures	42

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, business strategies, future cash flows, financing plans, plans and objectives of management, any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to the following risks and uncertainties, among others:

• events that deprive us of the services of our Chief Executive Officer, Jack Jie Qin;

• our ability to generate sales of our products;

• our ability to succeed in competitive markets;

• our ability to attract and retain key personnel;

• our ability to maintain effective quality control systems with respect to our operations;

• our ability to avoid risks associated with operating outside of the United States; and

• our ability to secure capital that may be needed to support our business operations.

In light of these risks and uncertainties, among others, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

The words “we,” “us,” “our,” and the “Company” refer to EFT Holdings, Inc. and our subsidiaries.

PART I

FORWARD-LOOKING STATEMENTS

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

ITEM 1. BUSINESS.

~~General~~History

~~The~~EFT ~~Company~~Holdings, ~~was~~Inc. ~~originally~~(formerly ~~incorporated~~EFT Biotech ~~under~~Holdings, ~~another~~Inc., ~~name~~HumWare inMedia ~~Nevada~~Corporation, ~~on March 19~~GRG, ~~1992~~Inc., InGhiglieri ~~1999~~Corporation ~~Jack~~and ~~Jie~~Karat ~~Qin~~Productions, ~~the~~Inc.) ~~Company’s~~was ~~president~~incorporated ~~and~~in ~~chief executive officer,~~the ~~began~~State ~~selling~~of ~~nutritional~~Nevada ~~and~~on ~~personal~~March ~~care products. In 2000~~19, Mr1992. ~~Qin~~Since ~~formed~~our ~~eFast~~acquisition ~~Team~~of ~~International~~EFT Biotech, Inc., toa ~~sell~~Nevada ~~these~~corporation ~~nutritional~~(“EFT Biotech”), ~~and~~in ~~personal~~November ~~care products~~2007, ~~many~~we ofhave ~~which~~followed ~~are~~ the same, orcourse ~~virtually~~of ~~the~~business ~~same,~~ as ~~the~~we ~~products~~do ~~the Company sells~~ today., ~~The~~that ~~business conducted by eFast Team~~is, ~~which also used an affiliate program similar to~~ the ~~Company’s~~sale toof ~~sell its products~~nutritional, ~~was~~personal ~~eventually~~care, ~~transferred~~automotive, tohouse ~~the~~care ~~Company~~and inother ~~2007.~~products ~~The~~outside ~~Company~~of ~~formally~~the ~~changed~~United ~~its name to EFT Holdings~~States, ~~Inc.~~primarily ~~through~~in ~~the~~Hong ~~merger~~Kong ~~with~~Special aAdministrative ~~company~~Region (“Hong ~~named~~Kong” ~~QCSC,~~herein) ~~Inc.,~~and ~~which~~People’s ~~became~~Republic ~~effective~~of onChina ~~May~~(“China” ~~27, 2011~~herein).

~~The Company operates through its subsidiaries and, unless otherwise noted, any reference to its operations includes the operations of its subsidiaries.~~Background

~~The~~Through ~~Company~~our iswebsite, ~~primarily~~www.eftb.us, anwe ~~e-Business~~sell ~~company~~substantially ~~designed~~all ~~around~~of ~~the~~our ~~“Business-to-Customer”~~products ~~concept,~~in ~~which~~Hong ~~means~~Kong ~~that~~and ~~the~~China ~~Company’s~~to ~~products~~customers who are ~~sold directly~~the toend ~~customers~~users ~~through~~of ~~its~~our ~~web~~products, ~~site.~~to ~~The~~whom ~~Company’s~~we refer as “~~Business-to-Customer~~Affiliates”, ~~model~~located ~~differs~~in ~~from~~those ~~the~~jurisdictions. ~~traditional “Business~~The tocontent ~~Business”~~of ~~model~~our ~~where~~website ~~products~~is ~~are~~not ~~sold~~incorporated toby ~~distributors~~reference ~~who~~herein. No ~~then~~sales ~~sell~~of ~~the~~our products toare ~~ultimate~~made ~~customers~~in the United States. In ~~addition,~~Our ~~the~~company ~~Company~~is ~~has~~a ~~begun~~holding tocompany ~~diversify~~and ~~its~~we ~~offerings~~conduct ofour ~~products~~business ~~and~~through ~~services~~our subsidiaries inand, ~~the~~unless ~~recent~~otherwise ~~past~~noted, asany ~~described~~reference ~~below~~to our operations includes the operations of our subsidiaries.

Our corporate structure is depicted in the diagram set forth below.

Trends and Developments

Sales Declines. Since 2012, our sales revenues have declined from year to year, from $13,536,120 for 2012 to $250,840 for 2017. This long-term decline is attributable, primarily, to unjustified actions taken and slanderous statements made by certain third parties in China that damaged our established goodwill within our network of established Affiliates. We have been unable to seek redress against these persons, due to their being denizens of China.

Impairment of Land and Building. At March 31, 2017, we determined that the fair value of our building in Taipei, Taiwan, had decreased significantly, due to weakness in the Taiwanese real estate market. In accordance with such determination, an asset impairment loss of $5,615,398 was recorded for the year ended March 31, 2017.

Impairment of Water Plant. At March 31, 2017, we had determined that the fair value of our water plant in Heilongjiang Province, China, had decreased significantly. In accordance with such determination, an asset impairment loss of $634,969 was recorded for Fiscal 2017. No similar item was recorded during Fiscal 2016.

Beverage Segment. By the end of 2012, through our subsidiary, Heilongjiang Tianquan Manor Soda Water Ltd. (“Tianquan Soda Water”), we had completed construction of a production facility to produce bottled natural soda water in Baiquan, Heilongjiang Province, China. Production of our bottled water product began in April 2013, but, shortly thereafter, production was suspended indefinitely, due to issues with the production facility and the institution of a lawsuit against Tianquan Soda Water by a contractor involved in the construction of the production facility.

During the last quarter of Fiscal 2017, our management determined not to re-start bottling operations at the Tianquan Soda Water production facility and our management has begun to take actions necessary for the sale of the Tianquan Soda Water production facility. No prediction can be made regarding the timing of the sale of the plant or if any such sale will ever occur.

Management’s Ongoing Analysis. During the fourth quarter of the year ended March 31, 2017, our management began an analysis of several business options that could allow our company to re-establish itself as a respected sales organization in the China market. This analysis process is ongoing and is expected to be completed during the fourth quarter of fiscal 2019. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Our Competitive Strengths and Weaknesses

We believe our company has the following competitive strengths:

• our lines of excellent products;

• our sales and marketing contacts in Hong Kong SAR, China and other countries in the region; and

• our low overhead.

We believe our company has the following competitive weaknesses:

• our once-excellent good will with our Affiliates has suffered severely in the wake of injurious actions taken and erroneous statements made by certain third parties;

• the process of re-establishing our good will is difficult; and

• our lack of capital.

Products

~~The~~Online Company sells 27 different nutritional products, some of which are oral sprays; 21 different personal care products; an environmentally protective automotive product; an environmentally friendly house cleaner; and a flip top portable drinking container that contains a filter to remove impurities from the waterSegment. ~~The Company’s products are biodegradable and are not regulated by federal, state or local environmental laws or environmental laws of its key target markets.~~

~~The~~Nutritional. ~~Company~~Our ~~generally~~nutritional ~~does not have a return~~products ~~policy~~are ~~but~~non-pharmaceutical itnutritional ~~does~~products. ~~provide~~They aare ~~warranty~~ingestible ~~for~~through ~~its~~oral ~~products.~~liquids, ~~The~~oral ~~specific~~sprays, ~~warranty~~tablets ~~terms~~ and/or ~~conditions~~tea. ~~vary~~Our ~~depending upon the product~~oral ~~sold,~~sprays ~~but~~are ~~generally~~delivered ~~include~~through ~~replacement~~very offine ~~defective~~mist ~~products,~~sprayed ~~but~~directly nointo ~~refunds,~~the ~~during~~mouth. ~~the~~Our ~~six~~containers ~~month~~used ~~period~~to ~~following~~deliver aour ~~sale.~~nutritional ~~Historically,~~products ~~the~~are ~~Company’s~~small, ~~warranty~~compact ~~expenses~~and ~~have~~easy ~~not~~to ~~been material~~carry.

Each of our nutritional products is all natural, made from pure ingredients and designed to address specific objectives of the user. Each nutritional product has been formulated to address a specific need, symptom and/or condition. We make no claims as to the products’ curing any medical condition or preventing any medical ailment. Our nutritional products have not been tested nor approved by the U.S. Food and Drug Administration, as is the case with all non-prescription products.

We currently offer 27 nutritional products, including those that are intended to promote heart health, immune system support, weight loss, anti-aging, joint health and sleep.

Personal Care. We currently offer 16 personal care products, including topical creams, a sunscreen, make-up, make-up kits and travel kits.

Automotive. We currently offer three automotive products: a fuel additive, a flat tire repair system and a cooling system additive.

House Care. We currently offer a single house care product, an all-purpose cleaner known as “Natural Clean”.

Beverage Segment.

Bottled Water. By the end of 2012, through our subsidiary, Tianquan Soda Water, we had completed construction of a production facility to produce bottled natural soda water in Baiquan, Heilongjiang Province, China. Production of our bottled water product began in April 2013, but, shortly thereafter, production was suspended indefinitely, due to issues with the production facility and the institution of a lawsuit against Tianquan Soda Water by a contractor involved in the construction of the production facility.

Additional Product Information. We do not have a return policy and we do not offer refunds. However, we do provide a limited warranty for our products. The specific warranty terms and conditions vary depending upon the product sold, but, generally, include replacement of defective products during the six-month period following a sale. Historically, our warranty expenses have not been material.

Manufacturing

~~The~~Nutritional, ~~Company’s~~Personal ~~products~~Care, ~~are manufactured~~Automotive byCare ~~third party vendors~~ and ~~are~~House ~~packaged~~Care ~~under~~Products ~~its~~(Online ~~brand~~Segment). ~~The~~Our ~~packaging~~nutritional, ~~for~~personal ~~its~~care, ~~products~~automotive ~~clearly~~care ~~states~~and ~~the~~house ~~country~~care ofproducts ~~manufacture,~~are ~~which~~manufactured isand ~~currently~~packaged ~~the~~under ~~United~~our ~~States~~brands by third parties located in ~~most~~the ~~cases~~United States. ~~The~~We ~~Company~~have ~~does~~ not ~~have~~entered into any long-term manufacturing ~~supply~~or ~~contracts~~product orsupply agreements with any of our manufacturers. ~~The~~Rather, ~~Company~~we ~~orders~~engage ~~its~~these ~~products~~manufacturers ~~directly~~only ~~from vendors,~~ on ~~an “as~~short-~~needed” or “expected need”~~term, ~~basis~~oral agreements. ~~Raw~~Our ~~materials~~management ~~used~~believes inthat ~~the~~our ~~manufacture~~operating ofunder ~~the~~oral ~~Company’s~~agreements ~~products~~with ~~are~~our ~~readily~~manufactures ~~available~~does ~~and are~~ not inpresent ~~short supply.~~undue ~~The~~risk ~~Company~~to isour ~~not~~company, aas ~~party~~compared to ~~any~~a ~~agreement~~circumstance ~~for~~in ~~the~~which ~~purchase~~we orengaged ~~delivery~~our ofmanufacturers ~~raw~~by ~~materials~~written agreements.

~~From~~We ~~2009~~order ~~through~~our ~~2012,~~products ~~the~~directly ~~Company~~from ~~constructed~~manufacturers aon ~~factory~~an ~~and~~“as ~~water~~needed” ~~plant~~or to“expected ~~produce~~need” ~~bottled~~basis. ~~natural~~Raw ~~soda~~materials ~~water~~used in ~~Baiquan,~~the ~~Heilongjiang~~manufacture ~~Province,~~of ~~China.~~our ~~The~~products ~~bottled water factory~~are isreadily ~~fully~~available ~~constructed~~ and ~~all~~are ~~manufacturing~~not ~~equipment~~in ~~has~~short ~~been purchased~~supply. ~~After obtaining all the required licenses and passing ISO22000 requirements~~Further, ~~the~~we ~~factory~~are ~~started~~not ~~production~~a inparty ~~April~~to ~~2013,~~any ~~but~~agreement ~~production~~for ~~was~~the ~~suspended~~purchase ~~because~~or ~~Tianquan~~delivery ~~was~~of ~~sued by~~raw ~~a contractor who constructed the water plant~~materials. ~~The production is expected to resume when the lawsuit is closed.~~

3None of our manufacturers accounts for a significant portion of our business and any one of these manufacturers could be replaced on short notice, should such an action be required.

~~None~~Bottled ofSoda ~~the~~Water ~~Company’s~~Product ~~vendors account~~(Beverage ~~for~~Segment). aBy ~~significant~~the ~~portion~~end of ~~its~~2012, ~~business~~through ~~and~~our ~~all~~subsidiary, Tianquan Soda Water, we had completed construction of ~~them~~a ~~can~~production befacility to ~~replaced~~produce onbottled ~~short~~natural ~~notice~~soda water in Baiquan, Heilongjiang Province, China. ~~The~~Production ~~Company~~of ~~does~~our ~~not~~bottled ~~have~~water ~~any~~product ~~binding~~began ~~commitments~~in orApril ~~manufacturing~~2013, ~~agreements~~but, shortly thereafter, production was suspended indefinitely, due to issues with ~~any~~the production facility and the institution of ~~its~~a ~~vendors~~lawsuit against Tianquan Soda Water by a contractor involved in the construction of the production facility.

~~Sales~~During the last quarter of Fiscal 2017, our management determined not to re-start bottling operations at the Tianquan Soda Water production facility and our management has begun to take actions necessary for the sale of the Tianquan Soda Water production facility. No prediction can be made regarding the timing of the sale of the plant or if any such sale will ever occur.

~~The~~Sales ~~Company sells its products primarily through its website~~ and only to “Affiliates.” To become an Affiliate, a customer must be referred by another Affiliate and make a minimum purchase of $450 ($400 worth of products plus $50 for shipping and handling fees). After that point, the new Affiliate is not required to make any additional purchases, pay membership fees, buy products, resell products, recruit others, or attend meetings. Free educational classes are offered to the Company’s Affiliates so they can learn more about the Company’s products and how to use them.Distribution

AsSales. Historically, substantially all of ~~June~~our 2,sales ~~2016,~~have ~~the~~been ~~Company~~made ~~had~~in ~~received 1,259,007~~Hong ~~orders~~Kong ~~from~~and ~~its~~China. ~~Affiliates,~~We ~~most~~are currently attempting to reverse a six-year decline in sales caused by actions of ~~whom~~certain ~~were~~third parties located in China. ~~and~~During ~~Hong~~the ~~Kong.~~fourth ~~For~~quarter of the year ended March 31, ~~2016~~2017, ~~the~~our management ~~Company~~began ~~did~~an ~~not~~analysis ~~have~~of ~~any~~several ~~sales~~business ~~activities~~options that could allow our company to re-establish itself as a respected sales organization in the ~~United~~China ~~States~~market. ~~None~~This ofanalysis ~~the~~process ~~Company’s~~is ~~Affiliates~~expected ~~account~~to ~~for~~be acompleted ~~significant portion~~during the third quarter of ~~its~~fiscal ~~business~~2018.

The Company pays its Affiliates a commission on products ordered from the Company. The commission is approximately 58% of the total dollar amount of the order. Commissions are considered a reduction of the sales price of the Company’s products and are reflected in the Company’s financial statements as a reduction in revenue. The commissions earned by each Affiliate are held in book entry form. The Affiliate can use the commissions to pay for new orders. With this process, the Company reduces operating expense and eliminates cumbersome accounting chores such as issuing checks and reconciling bank statements.7

~~Full~~However, ~~payment~~we ishave ~~required~~begun into ~~U.S.~~implement ~~Dollars~~initial ~~prior~~strategies tofor ~~shipment~~re-establishing ofour ~~any~~sales ~~products~~volumes. InThese ~~most~~efforts ~~cases,~~are ~~once~~focused ~~payment~~on isinternet ~~received,~~marketing ~~products~~strategies ~~ordered~~that ~~are~~target ~~shipped directly by the Company’s~~customers ~~third~~in ~~party~~Hong ~~manufacturers~~Kong toand China, the ~~Company’s~~markets ~~distribution~~in ~~centers~~which inwe ~~Hong~~believe ~~Kong~~our ~~and~~line ~~China.~~of ~~Once~~products enjoys the ~~products~~greatest ~~are~~acceptance. ~~received~~In atconjunction with ~~the~~these ~~distribution~~internet ~~centers~~marketing strategies, ~~they~~we are ~~shipped~~attempting to ~~the~~revive ~~Affiliate~~our ~~placing~~once-vibrant ~~the~~word-of-mouth ~~order~~customer referral system.

~~EFT-Phone~~We ~~and~~sell ~~ToByTo~~our ~~reward~~line ~~program~~of products exclusively through our website, www.eftb.us, to our Affiliates, who are our customers, or the end users of our products. We do not make sales of any of our products in the United States.

InWe ~~February~~distinguish ~~2010,~~between ~~the~~first-time ~~Company assigned~~customers ~~the~~and ~~worldwide~~Affiliates, ~~distribution~~inasmuch ~~and~~as ~~servicing~~Affiliates ~~rights~~are topaid acommissions ~~product~~for ~~known~~referrals asof ~~the~~new ~~“EFT-Phone”~~customers. toTo ~~Digital~~become ~~Development~~an ~~Partners~~Affiliate, ~~Inc.,~~ ~~“Digital”,~~a ~~previously~~customer must anbe ~~unrelated~~referred ~~company,~~by inanother ~~exchange~~Affiliate ~~for~~and ~~79,265,000~~make ~~shares~~an ofinitial ~~Digital’s~~minimum ~~common~~purchase ~~stock. The~~of ~~shares~~$450, ~~the~~including ~~Company~~shipping ~~acquired~~and ~~represent~~handling ~~approximately~~charges. ~~92%~~Affiliates are ofnot ~~Digital’s~~required ~~outstanding~~to ~~common~~make ~~stock.~~any ~~The~~purchases ~~EFT-Phone~~beyond istheir ainitial ~~cell phone~~purchases, ~~which~~nor ~~uses~~are ~~the~~Affiliates ~~Android~~required ~~operating~~to ~~system.~~pay ~~The~~membership ~~worldwide~~fees, ~~distribution~~resell products, ~~and~~recruit ~~servicing~~new ~~rights~~customers toor ~~the~~attend ~~EFT-Phone~~any ~~include~~Affiliate ~~the~~meetings. ~~right to~~In ~~sell~~Hong ~~the~~Kong ~~EFT-Phone~~and toChina, ~~the~~we ~~Company’s~~offer our Affiliates ~~and~~free ~~others.~~educational classes ~~Digital~~that ~~also~~offer ~~acquired~~further ~~the~~information ~~rights~~concerning toour ~~distribute~~products ~~all~~and ~~EFT-Phone accessories.~~new ~~Digital~~and ~~began~~interesting ~~distributing~~ways ~~EFT-Phones~~of inusing ~~July~~our ~~2010~~products.

~~Starting~~During ~~from December 2010,~~ the ~~Company introduced~~years ~~reward~~ended ~~programs~~March ~~to its Affiliates. For example~~31, ~~upon~~2017 ~~joining a $3,000 program, each Affiliate must pay $3,000 as a non-refundable~~and ~~deposit. When the Affiliate sponsors one new Affiliate~~2016, ~~the~~we ~~Company~~received ~~will~~178 ~~reward~~and ~~the~~183 ~~first Affiliate with a $1~~orders,~~500~~ ~~instant sponsor bonus. When the first Affiliate sponsors at least two new Affiliates~~respectively, and ~~those two new Affiliates each also sponsor two new Affiliates~~, ~~the~~ ~~first~~as ~~Affiliate will have completed the first cycle~~ of ~~the~~March ~~program.~~31, ~~The Company will then reward the first Affiliate with an additional $1~~2017,~~500~~ ~~bonus~~we ~~and~~had ~~deliver~~received ana ~~EFT-phone~~total ~~and an e-pad for the cost~~ of $1~~. After the completion of the first cycle~~,259,185 ~~each Affiliate will enter into the matrix of the second cycle. Upon completion of the second cycle~~orders, ~~the Company will reward the first~~from ~~Affiliate~~our ~~with $3~~Affiliates,~~000.~~ ~~For~~and ~~each~~no ~~subsequent cycle thereafter within the matrix, each~~ Affiliate ~~will~~accounted ~~need~~for ~~to sponsor~~ a ~~new~~significant ~~Affiliate in~~portion ~~each~~of ~~cycle~~our insales ~~order to qualify for the reward~~volume.

OnWe ~~April~~pay 1,Affiliates ~~2012,~~a ~~the~~commission ~~Company~~on ~~assigned~~products ordered ~~network~~from ~~access~~us ~~rights to~~by ~~ToByTo~~new ~~Limited,~~customers ~~“ToByTo”,~~and aAffiliates ~~third-party~~attributable ~~company~~to them. The ~~network~~commission ~~access~~we ~~rights~~pay is equal to ~~ToByTo~~approximately ~~Limited~~58% ~~include~~of the total ~~right~~dollar ~~to access~~amount ~~EFT’s~~of ~~Affiliate~~each ~~database~~order. We account for ~~ToByTo’s~~these ~~marketing~~commissions ~~campaign,~~as ~~and~~a ~~provides~~reduction ~~access~~of tothe ~~EFT’s~~sales ~~e-money~~price ~~system to~~of ~~facilitate~~our ~~sales~~products ~~activities.~~and ~~ToByTo,~~are reflected in ~~return,~~our ~~compensates~~consolidated ~~EFT~~financial bystatements ~~paying~~as ~~access~~such. ~~fees~~All incommissions anearned ~~amount~~by ~~equal~~Affiliates toare ~~10%~~held ofby ~~the~~us ~~respective~~in book entry ~~enrollment~~form. ~~fee~~Affiliates ofare ~~every~~able ~~Affiliate~~to ~~who~~apply ~~enters~~their ~~the~~respective ~~ToByTo~~commissions ~~e-phone~~to ~~program~~pay orfor ~~another~~their ~~agreed~~new ~~upon~~orders ~~amount~~of products. ~~During~~By ~~the~~employing ~~years~~this ~~ended March~~commission 31system, ~~2016~~our ~~and~~management ~~2015,~~believes ~~the~~that ~~Company~~we ~~agreed~~achieve toa ~~waive~~reduction ~~the~~in ~~access~~operating ~~fees~~expense inand ~~lieu~~eliminate ofcumbersome ~~ToByTo~~accounting ~~agreeing~~procedures, such toas ~~purchase~~issuing achecks ~~portion~~and ofreconciling ~~the~~bank ~~Company’s overstocked inventory~~statements.

~~eZGT~~Distribution. ~~Travel~~Once ~~Program~~full payment in U.S. Dollars for an order is received, the ordered products are shipped directly from one of our distribution centers located in either Hong Kong or China to the party who placed the order.

In May 2011, the Company introduced to its Affiliates a series of travel programs attracting Affiliates to enjoy the benefits of travelling internationally. To participate in the Traveler programs, one must initially make a non-refundable deposit according to the programs’ requirements. When the Affiliate completes a cycle of the program he joined, he will receive a bonus reward and the Affiliate only needs to pay $1 for his or her own trip. The reward system of the travel program is similar to the ToByTo reward program.Insurance

OnWe ~~April~~maintain 1,such ~~2012,~~insurance ~~the~~policies ~~Company~~as ~~assigned~~our ~~network~~management ~~access~~deems ~~rights to eZGT Limited~~appropriate, agiven ~~third party. The network access rights to eZGT Limited include~~ the ~~right~~current ~~to access~~level EFT’s Affiliate database for eZGT’s marketing campaign, and provides access to EFT’s e-money system to facilitate sales activities. eZGT Limited, in return, compensates EFT by paying access fees in an amount equal to 10% of ~~the~~ ~~respective~~operations ~~enrollment fee~~ of ~~every~~our ~~Affiliate who enters the $300 and $3,000 travel programs or another agreed upon amount~~company. However, for Affiliates who enter the $800 and $8,000 travel programs, eZGT will only pay access fees in the amount of $30 and $300, respectively. During the years ended March 31, 2016 and 2015, the Company agreed to waive the access fees in lieu of eZGT Limited agreeing to purchase a portion of the Company’s overstocked inventory for an agreed upon period of time.

Intellectual Property

~~The~~We ~~Company’s~~regard ~~product~~our ~~formulations~~trademarks, including packaging and label design, business know-how, including product delivery systems (spray), ~~packages,~~and ~~packaging~~product ~~design~~formulations as having significant value and ~~labels~~as ~~are~~being ~~proprietary~~an important factor in the marketing of our products. Our policy is to establish, enforce and protect our intellectual property rights using the intellectual property laws.

~~The~~We ~~Company~~use ~~uses~~ the “EFT” name, a trademark owned and licensed to itus by EFT Assets Limited, a(“EFT ~~company~~Assets”). ~~that~~EFT Assets is owned by Wendy Qin, who served as a director of one of our subsidiaries, EFT International ~~Ltd.~~Limited, ~~served~~ as a ~~director~~British Virgin Islands corporation, until March 2015. ~~The~~Ms. ~~Company~~Qin is ~~required~~the sister of our President, Jack Jie Qin. Under the agreement with EFT Assets, as renewed effective April 1, 2017, we are required to pay ana minimum annual royalty to EFT Assets ~~equal~~of to$500,000 afor ~~percentage~~the first year of the renewed agreement, and a minimum annual royalty ~~its~~to ~~gross~~EFT ~~sales~~Assets of $200,000 for each of the ~~previous~~remaining ~~fiscal~~nine ~~year~~years of the term of the agreement. The ~~percentage~~required isannual royalty payment increases, should we obtain certain levels of gross sales, as follows: 5% ~~for~~of the first $30 million inof gross sales; 4% ~~for~~of the $10 ~~million~~ inmillion of gross sales in excess of $30 million; 3% ~~for~~of the $10 million inof gross sales in excess of $40 million; 2% ~~for~~of the $10 ~~million~~ inmillion of gross sales in excess of $50 million; and 1% ~~for~~of the $10 million inof gross sales in excess of $60 million,. ~~and~~For iseach ~~subject to~~of athe ~~minimum~~years ~~$0.5~~ended ~~million~~March ~~annual~~31, ~~royalty.~~2017 ~~Except~~and ~~for~~2016, ~~the~~we ~~foregoing,~~were ~~the~~obligated ~~Company~~to ~~does~~pay ~~not~~EFT ~~currently~~Assets ~~hold~~the ~~any~~amount ~~patents,~~of ~~trademarks~~$500,000 ~~or copyrights~~as ~~nor~~a isroyalty. ~~the~~However, ~~Company~~we have anot ~~party~~paid tosuch ~~any~~royalties ~~licenses,~~in ~~franchises~~full, ~~concessions,~~and ~~royalty~~the ~~agreements~~unpaid oramounts ~~similar~~have ~~agreements~~been ~~pertaining to~~accrued ~~intellectual~~in ~~property~~our consolidated financial statements.

We do not currently hold any patents, registered trademarks or copyrights.

Government Regulation

~~Currently,~~We ~~government~~do ~~approval is~~ not ~~necessary for~~make ~~the~~sales ~~sale~~ of ~~any~~products ofin the United ~~Company’s~~States ~~products~~ and ~~the Company’s Affiliate marketing activities~~ are not subject to ~~governmental~~ regulation inby the ~~countries in which the Company operates~~U.S. ~~However,~~Food ~~if existing laws change, the Company may be required to conduct clinical trials to demonstrate the safety~~ and ~~efficacy~~Drug ~~of these products in order to continue to market and sell them~~Administration.

~~General~~Further, government approval is not currently necessary for the sale of any of our products and the marketing and sale of our products are not subject to governmental regulation in any of the jurisdictions in which we operate.

~~The~~Research ~~Company has not~~ and ~~does not engage in any research and development activities, nor does the Company contemplate spending any material amount on such activities in the foreseeable future.~~Development

~~The~~We ~~Company’s~~have ~~business~~not isand do not ~~seasonal~~engage in any research and development activities, nor do we contemplate spending any material amount on such activities in ~~nature~~the foreseeable future.

As of March 31, 2016, the Company had three full-time employees at its executive offices in the City of Industry, California, eight full-time employees at its Kowloon, Hong Kong office, one full-time employee at its Taipei, Taiwan office, and three full-time employees at its factory in China. The Company adjusts the number of employees from time to time as necessary to meet the demand for its products.Seasonality

~~None~~Our ofbusiness ~~the~~is ~~Company’s~~not ~~employees~~seasonal ~~are represented~~in ~~by a collective bargaining agreement~~nature. ~~The Company believes its employee relations are good.~~

The Company files electronically with (or furnishes to) the SEC its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports pursuant to Section 13(a) of the Securities Exchange Act of 1934. The Company makes available free of charge on its web site (www.eftb.us) all such reports as soon as reasonably practicable after they are filed.Employees

~~The~~Currently, ~~SEC~~we ~~maintains~~have anthree ~~Internet~~full-time ~~site that~~employees ~~contains~~at ~~reports,~~our ~~proxy~~executive ~~information~~offices ~~and~~in ~~information~~City ~~statements~~of Industry, ~~and~~California, ~~other~~two ~~information~~full ~~regarding~~and ~~issuers~~part-time ~~that~~employees ~~file~~at ~~electronically with~~our ~~the~~Kowloon, ~~SEC.~~Hong ~~The~~Kong, ~~address~~office, no offull ~~that~~and ~~website~~part-time isemployees ~~http://www.sec.gov. The materials are also available~~ at ~~the~~our ~~SEC’s~~Taipei, ~~Public~~Taiwan, ~~Reference Room~~office, ~~located~~and no employees at ~~100~~our FTianquan ~~Street,~~Soda ~~N.E.,~~Water ~~Washington,~~production Dfacility.C. We ~~20549.~~adjust ~~The~~the ~~public~~number ~~may~~of ~~obtain~~employees ~~information~~from ~~through~~time ~~the~~to ~~public~~time, ~~reference~~in ~~room by~~accordance ~~calling~~with the ~~SEC~~demands atof ~~1-800-SEC-0330~~our business.

5None of our employees is represented by a collective bargaining agreement. We believe our employee relations to be good.

~~ITEM~~Available ~~1A. RISK FACTORS.~~Information

AnOur ~~investment~~company, inEFT ~~the~~Holdings, ~~Company’s common stock involves a high degree of risk~~Inc., Infiles or ~~addition~~furnishes ~~to the following risk factors~~annual, ~~you~~quarterly ~~should~~and ~~carefully~~current ~~consider the risks~~reports, ~~uncertainties~~ ~~and~~proxy ~~assumptions~~statements ~~discussed herein,~~ and in other documents ~~that~~with the ~~Company~~U.S. ~~subsequently~~Securities ~~files~~and ~~with~~Exchange Commission (the “SEC”) ~~that~~under ~~update, supplement~~the orSecurities ~~supersede~~Exchange ~~such~~Act ~~information~~of ~~for~~1934 ~~which~~(the ~~documents~~“Exchange ~~are~~Act”). ~~incorporated~~The bypublic ~~reference~~may read ~~into~~and ~~this~~copy ~~Report.~~any ~~Additional~~materials ~~risks~~that ~~not presently~~we ~~known~~file towith the ~~Company,~~SEC orat ~~which~~ the ~~Company~~SEC’s ~~considers~~Public ~~immaterial~~Reference ~~based~~Room onat ~~information~~100 ~~currently~~F ~~available~~Street, ~~may~~N.E., ~~also materially~~Washington, ~~adversely~~D.C. ~~affect~~20549. ~~the~~The ~~Company’s~~public ~~business.~~may Ifobtain ~~any~~information on the operation of the ~~events~~Public ~~anticipated~~Reference Room by calling the ~~risks~~SEC ~~described~~at ~~herein~~1 ~~occur,~~800 ~~the~~SEC ~~Company’s~~0330. ~~business~~Also, ~~cash~~the ~~flow,~~SEC ~~results~~maintains ofan ~~operations~~Internet ~~and~~website ~~financial~~that ~~condition~~contains ~~could~~reports, beproxy ~~adversely~~and ~~affected~~information statements, ~~which~~and ~~could~~other ~~result~~information inregarding issuers, aincluding ~~decline in~~us, ~~the~~that ~~market~~file ~~price~~electronically ofwith the ~~Company’s~~SEC. ~~common~~The ~~stock,~~public ~~causing~~can ~~you~~obtain toany ~~lose~~documents ~~all~~that orwe ~~part~~file ofwith ~~your~~the ~~investment~~SEC at http://www.sec.gov.

~~Risks~~We ~~Related~~also make available, free of charge through our internet website (www.eftb.us), our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the ~~Company’s~~Exchange Act as soon ~~Business~~as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

WeITEM ~~have~~1A. aRISK ~~history of losses, we expect to continue to incur losses and we may never achieve profitability.~~FACTORS

~~The~~As ~~Company reported net income of $8,297,294 and~~ a ~~loss~~smaller ~~from~~reporting ~~operations of $6~~company,~~205,577~~ ~~for~~we ~~the year ended March 31, 2016. The Company reported a net loss of $5,363,469 and a~~are ~~loss~~not ~~from~~required ~~operations of $5,224,759 for the year ended March 31, 2015. At March 31, 2016, the Company’s accumulated deficit amounted~~ to ~~$51,997,694.~~provide During the year ended March 31, 2016, net cash provided by operating activities amounted to $10,669,460. At March 31, 2016, the Company’s working capital deficit amounted to $9,774,297. The Company’s net income for the year ended March 31, 2016 was mainly from the recovery of approximately $9,438,000 relating to the provision for the investment in Taiwan and the reversal of a ~~$5,300,000 provision~~statement of ~~tax~~risk ~~liabilities for the years 2008 to 2010~~factors. ~~However~~Nevertheless, ~~the~~ ~~Company expects~~ to ~~continue~~assure ~~incurring~~proper ~~losses~~disclosure ~~for~~about ~~the~~our foreseeable future and may never achieve or sustain profitability. The Company may need to raise additional capital to penetrate markets for the sales of the Company’s products. The Company believes that it has access to capital resources through possible public or private equity offeringscompany, ~~debt~~we ~~financings,~~are ~~corporate collaborations~~voluntarily orproviding ~~other means. If~~ the ~~economic~~following ~~climate~~discussion in the United States does not improve or further deteriorates, the Company’s ability to raise additional capital could be negatively impacted. If the Company is unable to secure additional capital, the Company may be required to take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays in the Company’s efforts to commercialize its products, which are critical to the realization of ~~its~~risk ~~business plan and to future operations~~factors.

~~Current~~The ~~economic~~following are risk factors that could affect our business, financial condition, results of operations and cash flows. These risk factors should be considered in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K, because these factors could cause actual results and conditions to differ materially from those projected in forward-looking statements. Before you invest in our publicly traded securities, you should know that making such an investment involves some risks, including the risks described below. Additional risks of which we may ~~adversely~~not be aware or that we currently believe are immaterial may also impair our ~~affect~~business operations or our stock price. If any of the ~~Company’s~~risks ~~industry~~actually occur, our business, ~~and~~financial condition, results of operations or ~~and~~cash flow could ~~cause~~be negatively affected. In that case, the ~~market~~trading ~~value~~price of ~~its~~our common stock could decline, and you may lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in this Annual ~~decline~~Report on Form 10-K, our quarterly reports on Form 10-Q and other documents filed by us from time to time.

The Company’s results of operations may be materially affected by conditions in the global capital markets and the economy generally, both in China and elsewhere around the world. Factors that could affect consumers’ willingness to make such discretionary purchases include general business conditions, levels of employment, energy costs, interest rates and tax rates, and the availability of consumer credit and consumer confidence. Recently, concerns over inflation, energy costs, geopolitical issues, and the availability and cost of credit, have contributed to increased volatility and diminished expectations for the Chinese economy.9

ARisks ~~continued~~Related ~~or protracted downturn in the global economy could adversely impact consumer purchases of discretionary items including demand for the Company’s products. This has led, and could further lead,~~ to ~~reduced~~Our ~~consumer~~Financial spending, which the Company believes may include consumer spending on nutritional and beauty products and other discretionary items. In addition, reduced consumer spending may drive the Company and its competitors to lower prices. A reduction in consumer spending could significantly reduce the Company’s sales and leave it with unsold inventory, which would have a material adverse effect on the Company’s business, financial condition and results of operations.Condition

~~The~~We ~~Company~~have ~~regularly~~generated ~~maintains~~operating ~~cash~~losses ~~balances~~for ateach aof ~~commercial~~the ~~bank~~past infive ~~excess~~years, ofwhich ~~the~~creates ~~Federal~~substantial ~~Deposit~~doubt ~~Insurance~~about ~~Corporation~~our ~~insurance~~ability ~~limit~~to ofcontinue ~~$250,000~~as a going concern.

~~The~~For ~~Company~~the ~~regularly~~fiscal ~~maintains~~years ~~cash~~ended ~~balances~~March 31, 2013 atthrough a2017, ~~commercial~~we ~~bank~~have ingenerated ~~excess~~operating oflosses. ~~the~~Our ~~Federal~~independent ~~Deposit~~registered ~~Insurance~~public ~~Corporation~~accounting ~~(FDIC)~~firm ~~insurance~~includes ~~limit~~a of“going-concern” audit ~~$250,000.~~opinion Ifon ~~the~~our consolidated financial ~~position~~ ~~and/or~~statements ~~liquidity~~included ofherein. ~~the~~The ~~bank~~audit ~~were~~opinion reports substantial doubt about our ability to ~~become~~continue ~~impaired,~~as a going concern. In the ~~Company’s~~future, ~~financial~~we ~~position~~may ~~and~~raise ~~the~~additional ~~results~~capital ofthough ~~its~~equity ~~operations could~~or bedebt ~~negatively~~offerings, ~~affected~~although there tois ~~the~~no ~~extent~~assurance ofthat ~~account~~this ~~balances~~will ~~held~~occur. atSee ~~the~~Item ~~financial~~7. ~~institution~~Management's inDiscussion ~~excess~~and Analysis of ~~the~~Financial ~~federally~~Condition ~~insured~~and Results ~~limit~~of Operations.

6Our financial condition has deteriorated over the past two years; we have a history of operating losses; we expect to incur operating losses in the future; and we may never achieve profitability.

~~The~~For ~~extent~~the ofyear ~~the~~ended ~~Company’s~~March 31, 2017 (“Fiscal ~~sourcing~~2017”), we reported a net loss of $9,453,672 and ~~manufacturing~~a ~~may~~loss ~~adversely~~from ~~affect~~operations ~~its~~of ~~business~~$9,534,407, ~~financial~~compared ~~condition~~to the year ended March 31, 2016 (“Fiscal 2016"), when we reported net income of $8,297,294 and ~~results~~an operating loss of ~~operations~~$6,205,577.

~~All~~At ofMarch ~~the~~31, ~~Company’s~~2017 ~~products are currently manufactured in the United States~~ and a2016, ~~majority~~our ~~of them are sold to customers in Hong Kong and China. As a result of~~accumulated ~~the~~deficit ~~magnitude~~was of$61,442,712 ~~this sourcing~~ and ~~shipping~~$51,997,694, ~~the Company’s respective businesses are subject to the following risks:~~respectively.

·During ~~political~~Fiscal ~~and economic instability in foreign countries~~2017, ~~including~~our ~~heightened~~operating ~~terrorism~~activities used ~~and other security concerns~~$5, ~~which could subject imported or exported goods to additional or more frequent inspections~~006,500 ~~leading to delays~~ in ~~deliveries~~cash, orcompared ~~impoundment of goods or~~ to anFiscal ~~increase in transportation costs of raw materials or finished product; · the imposition of regulations and quotas relating to exports and imports~~2016, ~~including~~when ~~quotas~~our ~~imposed~~operating byactivities ~~bilateral~~provided ~~agreements between the United States~~$10, ~~from which the Company sources its products~~669,460 and foreign countries, including China; · the imposition of duties, taxes and other charges on exports and imports; · significant fluctuation of the value of the U.S. dollar against the Hong Kong Dollar, Chinese Yuan and other foreign currencies; · difficulty in staffing and managing international operations and difficulty in maintaining quality control; · the strength of international economies; · restrictions on the transfer of funds to or from foreign countries; and · violations by foreign contractors of labor and wage standards and resulting adverse publicitycash.

~~The~~At ~~Company~~March ~~operates~~31, on2017, ~~very~~our ~~tight~~working capital ~~delivery~~deficit ~~schedules~~was ~~and~~$12,749,561, ifcompared ~~there~~to ~~are~~our ~~delays~~working ~~and~~capital ~~expected~~deficit ~~delivery~~of ~~dates~~$9,774,297, ~~cannot~~at beMarch ~~met~~31, ~~it could negatively affect the Company’s profitability~~2016.

IfOur ~~there~~net isincome aof ~~delay~~$8,297,294 infor ~~the delivery of~~Fiscal ~~goods~~2016 ~~and~~was ~~delivery~~attributable ~~schedules~~primarily ~~cannot~~to bea ~~met~~non-recurring event, ~~then~~that is, the ~~Company’s~~recovery ~~Affiliates~~of ~~may~~approximately ~~cancel~~$9,438,000 ~~orders~~relating ~~with~~to ~~it,~~the ~~which~~provision for ~~would~~an ~~impact~~investment in Taiwan and the ~~Company’s~~ ~~gross~~reversal ~~profits~~of ~~and,~~a ~~therefore~~$963,000 ~~its~~provision ~~profitability.~~for ~~The~~tax ~~Company~~liabilities ~~may~~for ~~also~~the ~~incur~~years ~~extra~~2008, ~~costs~~2009 toand ~~meet~~2010. ~~delivery dates,~~We ~~which~~experienced ~~would~~no ~~also~~such ~~reduce~~event ~~the~~during ~~Company’s~~Fiscal ~~profitability~~2017.

~~The~~We ~~Company~~expect ~~faces~~to ~~intense~~incur ~~competition~~operating losses for the foreseeable future and ~~any~~we ~~failure~~may never again achieve or sustain profitability. We may be required to ~~timely~~obtain ~~implement~~additional ~~its~~capital to ~~business~~increase ~~plan~~our ~~could~~sales ~~diminish~~efforts or ~~suspend~~to ~~its~~expand ~~development~~our ~~and~~product ~~possibly~~lines. ~~cease~~Our ~~its~~management ~~operations~~believes that our company has access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations or other means. If the economic climate in the United States does not continue to improve or deteriorates, our ability to raise additional capital could be negatively impacted.

~~The~~Due ~~industry~~to incontinued ~~which~~weakness in the ~~Company operates~~sales isof ~~highly~~our ~~competitive.~~products Induring the ~~Business~~first tohalf ~~Consumer,~~of ~~“B2C,”~~calendar ~~e-commerce business~~2017, ~~competitors,~~we ~~typically~~have ~~catalog~~taken ~~and other~~certain ~~online~~measures ~~retailers,~~that ~~attempt~~have toserved ~~secure contracts with various merchandise brands~~ to ~~offer~~reduce ~~merchandise~~our ~~to their consumers~~operating costs. ~~The Company~~We ~~also~~may ~~faces~~be ~~competition~~required ~~for~~to ~~consumers~~take ~~from~~additional ~~retailers,~~measures ~~duty-free~~to ~~retailers,~~reduce ~~specialty~~operating ~~stores~~costs, ~~department~~in ~~stores~~order ~~and~~to ~~specialty and~~conserve ~~general~~our ~~merchandise~~cash ~~catalogs,~~in ~~many~~amounts ~~of which have greater financial and marketing resources than the Company has. The internet~~sufficient ~~online commerce market is rapidly evolving and intensely competitive. Barriers~~ to ~~entry~~sustain ~~are~~operations ~~minimal~~ and ~~current~~meet ~~and~~our ~~new~~obligations, ~~competitors can~~should ~~launch~~we ~~new~~fail ~~websites~~to atobtain aneeded ~~relatively~~capital. ~~low~~These cost.-saving ~~Many~~measures ~~competitors~~could ~~in this area have greater financial, technical and marketing~~impair ~~resources~~our ~~than~~product ~~the~~sales ~~Company~~efforts. ~~There~~See isItem no7. ~~assurance~~Management’s ~~that~~Discussion ~~the~~and ~~Company~~Analysis ~~will~~of beFinancial ~~able~~Condition toand ~~compete~~Results ~~successfully~~of ~~with them in the future~~Operations.

~~The~~Matters ~~Company~~relating ~~has experienced, and anticipates that it will continue~~ to ~~experience for at least the foreseeable future~~, ~~significant~~or ~~pricing~~arising ~~pressure and significantly increased promotional activity~~ from ~~its competitors; and it may face challenges in seeking to provide merchandise at competitive prices that~~, ~~allow~~ the ~~Company~~material toweakness ~~be profitable. Continued advancement~~ in ~~technology~~our ~~and~~internal ~~increasing~~controls ~~access to that technology is paving the way for growth in the internet consumer industry. In addition, the nutritional supplement and cosmetic e-business markets~~ have ~~and~~ ~~continue~~had ~~to become increasingly competitive~~ and ~~are~~may ~~rapidly evolving. There can be no assurance that the Company will maintain its competitive edge or that it will~~ continue to ~~provide~~have ~~only~~a ~~American-made~~materially ~~merchandise.~~adverse Ifeffect ~~the~~on ~~Company~~our ~~is unable to successfully compete in this promotional environment~~business, ~~it could experience reductions in its sales and excessive build-up of merchandise inventories~~ ~~resulting~~operating inresults ~~increased markdowns~~ and ~~reductions~~financial ~~in its gross profit margins~~condition, ~~adversely~~including ~~impacting~~increased ~~its~~costs ~~profitability~~ and ~~cash~~diversion ~~flows from~~of ~~operating~~management’s ~~activities~~attention.

~~The~~Our ~~Company~~management ~~faces~~conducted ~~significant~~an ~~inventory~~evaluation ~~risks~~of the effectiveness of our company’s disclosure controls and procedures and an assessment of the effectiveness of its internal control over financial reporting and concluded that its disclosure controls and procedures, as well as our internal control over financial reporting, were not effective as of March 31, 2017, due primarily to the material weakness they identified in our internal control over financial reporting. See Item 9A. Controls and Procedures. Should we be unable to remediate the material weakness promptly and effectively, such weakness could harm our operating results, result in a material misstatement of our financial statements, cause us to fail to meet our financial reporting obligations or prevent us from providing reliable and accurate financial reports or avoiding or detecting fraud. This, in turn, could result in a loss of investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock performance. Any litigation or other proceeding or adverse publicity relating to the material weakness could have a material adverse effect on our business and operating results. In addition, we may incur unanticipated accounting and legal fees in connection with these matters, and our management’s time and attention has been diverted from our other business operations, which could harm our business.

The Company is exposed to significant inventory risks that may adversely affect its operating results as a result of new product launches, rapid changes in product cycles, changes in consumer tastes with respect to its products and other factors. Future success depends on consistently anticipating, gauging and responding to Affiliates’ demands and tastes in the design, pricing, style and production of the Company’s products. The Company’s failure to anticipate, identify or react appropriately and in a timely manner to changes in customer preferences and economic conditions could lead to lower sales, missed opportunities, excessive inventories and markdowns, each of which could have a material adverse impact on the Company’s business and its sales levels.10

~~The~~Risks ~~Company~~Related must accurately predict these trends and avoid overstocking or understocking products. All of the Company’s products are supplied by third parties, which it orders generally on an “as needed” basis. However, based on ordering trends, the Company does stock certain items that the Company believes will be in demand so that they are available for immediate shipping. In the last few years, the Company has mitigated decreases in sales by lowering its levels of inventory to ~~preserve~~Our ~~cash~~Business ~~on hand. Demand for products, however, can~~– ~~change significantly between the time inventory is ordered and the date of sale.~~ In addition, when the Company begins selling a new product, it may be difficult to establish vendor relationships, determine appropriate product selection, and accurately forecast product demand. The acquisition of certain types of inventory, or inventory from certain sources, may require significant lead time and prepayment, and such inventory may not be returnable. Any one of the inventory risk factors set forth above may adversely affect the Company’s operating results.General

7Current economic conditions may continue to affect adversely our business and results of operations, which could cause the market value of our common stock to decline.

~~The~~Our ~~Company~~results of operations may ~~continue~~be materially affected, generally, by conditions in the global capital markets and the overall economy, particularly in China. In general, factors that could affect consumers’ willingness to ~~experience~~make such discretionary purchases include general business conditions, levels ~~fluctuations~~of inemployment, ~~its~~energy ~~operating~~costs, ~~results~~interest rates and tax rates, as well as the availability of consumer credit and consumer confidence. In particular, concerns over inflation, energy costs, geopolitical issues, and the availability and cost of credit, have contributed to increased volatility and diminished expectations for the Chinese economy. In this regard, we are unable to predict the future performance of the Chinese economy.

~~The~~A ~~Company’s~~continued ~~annual~~or ~~and~~protracted ~~quarterly operating~~downturn ~~results have fluctuated and may continue to fluctuate~~ in the Chinese ~~future.~~economy Ascould aadversely ~~result,~~impact ~~period-to-period~~consumer ~~comparisons~~purchases of ~~historical and~~discretionary ~~future~~items, ~~results~~including ~~may~~demand ~~not~~for ~~necessarily~~our beproducts. ~~meaningful~~This has led, and ~~should~~could ~~not~~further belead, ~~relied~~to onreduced asconsumer anspending, ~~indication~~which ofwe ~~future~~believe ~~performance.~~may ~~There can~~include beconsumer nospending ~~assurance~~on ~~that~~nutritional ~~the~~and ~~Company’s~~beauty products ~~current~~and orother ~~future~~discretionary ~~internal~~items. ~~expectations~~In ~~and~~addition, ~~outlook~~reduced ~~for~~consumer ~~sales,~~spending ~~comparable~~may ~~sales,~~drive ~~gross profit~~us ~~margins~~ and ~~profitability~~our ~~will~~competitors ~~prove~~ to belower ~~accurate~~prices. A ~~Failure~~reduction toin ~~meet~~consumer ~~internal~~spending orcould ~~market~~significantly ~~financial~~reduce ~~expectations~~our ~~going forward, particularly with respect to~~ sales, ~~gross~~and ~~profit~~leave ~~margins~~us ~~and~~with ~~earnings~~unsold inventory, ~~could~~which ~~result~~would inhave a ~~decline~~material adverse ineffect ~~and/or~~on ~~increased~~our ~~volatility in~~business, ~~the~~financial ~~market~~condition ~~price~~and results of ~~the Company’s stock~~operations.

~~The~~We ~~Company~~regularly ~~depends~~maintain oncash ~~third parties~~balances toat ~~manufacture~~a ~~all~~commercial ofbank ~~the~~in ~~products~~excess ~~it sells and it does not have any written contracts with any~~ of the ~~manufacturers~~Federal ofDeposit ~~its~~Insurance ~~products. If~~Corporation ~~the~~(FDIC) ~~Company~~insurance islimit ~~unable~~of ~~to maintain these manufacturing relationships or enter into new arrangements~~$250, ~~the Company may fail to meet customer demand and its net sales and profitability may suffer as a result~~000.

~~All~~We ofregularly ~~the~~maintain ~~Company’s~~cash ~~products~~balances ~~are~~at ~~manufactured~~a bycommercial ~~third~~bank ~~parties.~~in ~~The~~excess ~~Company does not have any written contracts with any~~ of the ~~manufacturers~~FDIC ofinsurance ~~its~~limit ~~products~~of $250,000. ~~The fact~~If ~~that~~ the ~~Company~~financial ~~does~~position ~~not~~and/or ~~have~~liquidity ~~written~~of ~~contracts~~this ~~with its third-party manufacturers means that they could cease manufacturing~~commercial ~~these~~bank ~~products~~were ~~for~~to ~~the~~become ~~Company~~impaired, atour ~~any~~financial ~~time~~position and ~~for any reason. In addition,~~ the ~~Company’s~~results ~~third-party~~of ~~manufacturers~~our ~~are~~operations ~~not restricted~~could ~~from~~be ~~manufacturing~~negatively ~~its~~affected, ~~competitors’ products. The Company’s inability~~ to ~~secure~~the ~~adequate and timely supplies of~~extent ~~merchandise~~of ~~would~~account ~~harm~~balances ~~inventory~~held ~~levels,~~at ~~net~~this ~~sales~~commercial ~~and~~bank ~~gross~~in ~~profit,~~excess ~~and~~of ~~ultimately~~the ~~its~~federally ~~results~~insured ~~of operations~~limit.

~~The~~We ~~Company’s manufacturers~~ may ~~increase~~continue ~~the~~to ~~cost~~experience offluctuations in ~~the~~our ~~products~~operating ~~it purchases from them~~results.

IfOur ~~the~~annual ~~Company’s~~and ~~manufacturers~~quarterly ~~increase~~operating results ~~their~~have ~~prices,~~fluctuated ~~the~~and ~~Company’s~~may ~~margins~~continue ~~would~~to ~~suffer~~fluctuate ~~unless~~in itthe isfuture. ~~able~~As toa ~~pass~~result, ~~along~~period ~~these~~to ~~increased~~period ~~costs~~comparisons toof ~~its~~historical ~~customers.~~and future ~~The~~results ~~Company~~ may not necessarily be ~~able~~meaningful toand ~~develop~~should ~~relationships~~not ~~with~~be ~~new~~relied ~~vendors~~on ~~and~~as ~~manufacturers~~an atindication ~~the~~of ~~same~~future ~~prices~~performance. orThere atcan ~~all,~~be ~~and even~~no ifassurance ~~the~~that ~~Company~~our ~~does~~current ~~establish~~or ~~such~~future ~~relationships,~~internal ~~such~~expectations ~~new~~and ~~vendors~~outlook ~~and~~for ~~manufacturers~~sales, ~~might~~comparable ~~not~~sales, ~~allocate~~gross ~~sufficient~~profit ~~capacity~~margins toand profitability ~~the~~will ~~Company~~prove to ~~meet~~be ~~its requirements~~accurate. ~~Furthermore,~~Failure ifto ~~the~~meet ~~Company~~internal ~~increases~~or ~~its~~market ~~product~~financial ~~orders~~expectations ~~significantly~~going ~~from~~forward, ~~the~~particularly ~~amounts~~with ~~the~~respect ~~Company~~to ~~has~~sales, ~~historically~~gross ~~ordered~~profit ~~from~~margins ~~its~~and ~~manufacturers~~earnings, ~~its~~could ~~manufacturers~~result ~~might~~in bea ~~unable~~decline toin ~~meet~~and/or ~~this~~ increased ~~demand~~volatility in the market price of our common stock.

~~The~~We ~~Company’s~~are ~~third-party~~subject ~~manufacturers may not continue~~ to ~~produce products that are consistent with its standards or applicable regulatory requirements, which could harm its brand, cause customer dissatisfaction and require~~ the ~~Company~~risks ~~to find alternative suppliers~~ of ~~its~~doing business ~~products~~abroad.

~~The~~Substantially ~~Company’s~~all ~~third-party~~of ~~manufacturers~~our Affiliates are ~~may~~located ~~not~~in ~~maintain~~Hong ~~adequate~~Kong ~~controls~~and ~~with~~Hong ~~respect~~Kong. As such, we are subject to ~~product~~customary ~~specifications~~risks of doing business abroad, including currency fluctuations, political or labor instability and ~~quality~~potential import restrictions, duties and ~~may~~tariffs. We do not ~~continue~~maintain toinsurance ~~produce~~for ~~products~~the potential ~~that~~lost ~~are~~profits ~~consistent~~due ~~with~~to ~~its~~such ~~quality~~disruptions. ~~standards~~Political or economic instability in China or Hong Kong or elsewhere could cause substantial disruption in our business. IfThis ~~the~~could ~~Company~~materially isadversely ~~forced~~affect toour ~~rely~~financial oncondition ~~products~~and results of ~~inferior~~operations. ~~quality~~Heightened terrorism security concerns could subject exported goods to additional, ~~then~~more ~~its~~frequent ~~customer satisfaction~~or ~~and~~more ~~brand~~thorough ~~reputation~~inspections. ~~would~~This ~~likely~~could delay ~~suffer~~deliveries or increase costs, which ~~would~~could ~~lead~~adversely toimpact ~~reduced~~our ~~net~~results ~~sales~~of operations. In addition, since we negotiate our purchase orders with customers in United States dollars, the ~~Company~~value ~~may~~of bethe ~~required~~United States dollar against local currencies could toimpact ~~find~~its ~~new~~cost ~~third-party~~in dollars of production from these manufacturers. We are not currently engaged in any hedging activities to ~~supply~~protect against ~~its~~these ~~products~~currency risks. ~~There~~If ~~can~~there beis nodownward ~~assurance~~pressure ~~that~~on the ~~Company~~value ~~would~~of bethe ~~successful~~dollar, ~~in finding~~our ~~third-party~~customers= ~~manufacturers~~purchase ~~that~~prices ~~make~~for our products ~~meeting~~could ~~its~~increase. ~~standards~~We ofmay ~~quality~~not be able to offset an increase in production costs with a price increase to our customers.

~~The~~Entry ~~Company~~into ~~may~~new ~~incur~~businesses ~~material~~or ~~product~~operations ~~liability~~may ~~claims,~~divert ~~which~~our ~~could~~management=s ~~increase~~attention ~~its~~and ~~costs~~consume ~~and~~resources ~~harm~~that ~~its~~are ~~financial~~necessary ~~condition~~to ~~and~~sustain ~~operating~~our ~~results~~business.

~~The~~We ~~Company~~ may beenter ~~subjected~~into tonew ~~various~~businesses or operations ~~product~~in ~~liability~~the ~~claims~~future, ~~including~~which ~~claims~~may ~~that~~result ~~products~~in ~~that~~unforeseen ~~are~~difficulties ~~ingested~~and byexpenditures. ~~consumers~~In oraddition, ~~applied~~the tonew ~~their~~businesses, ~~bodies~~operations, ~~contain contaminants~~products, ~~and~~or ~~that~~services ~~the~~may ~~products~~disrupt ~~include~~our ~~inadequate instructions as to their uses~~business, ordivert ~~include~~our ~~inadequate~~resources ~~warnings concerning side effects~~ and ~~interactions~~require ~~with~~significant ~~other~~management ~~substances.~~attention ~~It is possible~~ that ~~widespread~~would ~~product~~otherwise ~~liability~~be available ~~claims~~for ~~could~~development ~~increase~~of ~~the~~our ~~Company’s costs,~~business. ~~and~~The ~~adversely~~anticipated ~~affect~~benefits ~~its~~of ~~revenues~~any ~~and~~new ~~operating~~businesses, ~~income.~~operations, ~~Moreover~~products, ~~liability~~or ~~claims~~services ~~arising from a serious adverse event~~ may also ~~increase~~not ~~the~~be ~~Company’s~~realized ~~costs~~or ~~through~~we ~~higher insurance premiums and deductibles, and~~ may ~~make~~be itexposed ~~more difficult~~ to ~~secure adequate~~unknown ~~insurance coverage in the future~~liabilities.

~~Adverse publicity associated with the Company’s products, ingredients or its Affiliates program, or those of similar companies, could harm the Company’s financial condition and operating results.~~11

~~The~~We ~~Company’s~~are ~~results~~highly ofdependent ~~operations may~~on beour ~~significantly affected by the public’s perception of the Company and similar companies. This perception is dependent~~current ~~upon opinions concerning:~~management.

·Our ~~the~~success ~~safety,~~is ~~efficiency~~significantly ~~and~~dependent upon ~~quality~~our ofcurrent ~~the~~management ~~Company’s~~team. ~~products~~Our ~~and~~success ~~ingredients;~~is ·particularly ~~the~~dependent ~~safety~~upon Mr. Jack Jie Qin, ~~efficiency~~our Chairman and ~~quality~~CEO. The loss of ~~similar~~his ~~products~~services ~~and~~could ~~ingredients~~have ~~distributed~~an byadverse ~~other~~effect ~~companies;~~on ·our ~~the~~company. ~~Company’s~~If ~~promotional~~we ~~and~~were ~~compensation~~to ~~programs;~~lose the services of our officers and ·directors, ~~B2C~~we may ~~e-commerce~~experience ~~business~~difficulties in ~~general~~effectively implementing our business plan.

~~Adverse~~Our ~~publicity~~principal ~~concerning~~shareholder ~~any~~owns ~~actual~~69% orof ~~purported~~our ~~failure~~outstanding bycommon ~~the~~stock ~~Company to comply with applicable laws~~ and ~~regulations~~such ~~regarding product claims and advertising, good manufacturing practices, the regulation of its programs, the licensing of its products for sale in the Company~~shareholder’s ~~target~~interests ~~markets or~~may ~~other aspects of its business (whether or~~ not ~~resulting~~be inaligned ~~enforcement~~with ~~actions or~~ the ~~imposition~~interests of ~~penalties),~~our ~~could have an adverse effect on the Company~~company’s ~~business and could negatively affect its ability to attract Affiliates, which would negatively~~ ~~impact~~other ~~the Company’s ability to generate revenue~~shareholders.

8Dragon Win Management, Ltd. (“Dragon Win”) owns a majority of our issued and outstanding common stock. As a result, Dragon Win has substantial influence in determining the outcome of any corporate transactions or other matters submitted to our shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. Dragon Win may not act in the best interests of our company’s minority shareholders. In addition, without Dragon Win’s consent, our company could be prevented from entering into transactions that could be beneficial to us. This concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our minority shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our common stock. These actions may be taken even if they are opposed by our company’s other shareholders. See Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

InThe ~~addition,~~outcome ~~the Company’s Affiliates’ perception~~ of ~~the~~litigation ~~safety, quality~~ and ~~efficiency of the Company’s products and ingredients, as well as similar products and ingredients distributed by~~ other ~~companies, could be significantly influenced by media attention, publicized scientific research~~ ~~or findings, widespread product liability~~ claims oris ~~other~~unpredictable ~~publicity concerning the Company’s products or ingredients or similar products~~ and ~~ingredients~~any ~~distributed~~rulings ~~by other companies. Adverse publicity, whether or~~ not ~~accurate~~in orour ~~resulting~~favor ~~from~~could ~~consumers’ use~~have ora ~~misuse~~material ~~of the Company’s products, that associates consumption of its products or ingredients or any similar products or ingredients with illness or other~~ adverse ~~effects,~~effect ~~questions~~on ~~the~~our ~~benefits~~business of the Company’s or similar products or claims that any such products are ineffective, inappropriately labeled or have inaccurate instructions as to their use, could lead to lawsuits or other legal challenges and ~~could~~results ~~negatively~~of ~~impact the Company’s reputation, the market demand for its products or its general business~~operations.

~~The~~We ~~Company~~are, isand may become, subject to litigation, claims and administrative proceedings for which it cannot or may not be able to predict or determine the ~~risks~~ultimate outcome or quantify the potential financial impact. Because of ~~doing~~the inherent difficulty of predicting the outcome of any legal claims and administrative proceedings, we cannot provide assurance as to the outcome of any pending or future matters, or, if ultimately determined adversely to us, the loss, expense or other amounts attributable to any such matter. The resolution of such matter or matters, if unfavorable, could have a material adverse effect on our business, ~~abroad~~liquidity and results of operations. See Item 3. Legal Proceedings for a more detailed discussion of certain current litigation and other proceedings.

~~Most~~If ofwe ~~the~~become ~~Company’s~~directly ~~Affiliates are located in China and Hong Kong. As such, the Company is~~ subject to the ~~customary risks of doing business abroad~~scrutiny, ~~including~~criticism ~~currency fluctuations, political or labor instability~~ and ~~potential~~negative ~~import~~publicity ~~restrictions,~~involving ~~duties and tariffs~~U.S. ~~The~~reporting ~~Company~~companies ~~does~~with ~~not~~substantial ~~maintain insurance~~operations ~~for the potential lost profits due to such disruptions. Political~~ or ~~economic~~sales ~~instability~~ in China ~~or Hong Kong or elsewhere~~, ~~could~~we ~~cause~~may ~~substantial~~have ~~disruption~~to inexpend ~~the~~significant ~~Company’s~~resources ~~business.~~to ~~This~~investigate ~~could materially adversely affect the Company’s financial condition~~ and ~~results~~resolve ofany ~~operations.~~negative ~~Heightened~~allegations ~~terrorism~~resulting ~~security~~from ~~concerns~~such ~~could subject exported goods to additional~~scrutiny, ~~more frequent or more thorough inspections. This could delay deliveries or increase costs,~~ which could ~~adversely~~harm ~~impact~~our ~~the~~business ~~Company’s results of~~ operations. Inand ~~addition,~~reputation ~~since~~and ~~the~~could ~~Company~~result ~~negotiates its purchase orders with customers~~ in ~~United~~a ~~States~~loss ~~dollars, the value~~ of ~~the~~your ~~United~~investment ~~States dollar against local currencies could impact its cost~~ in ~~dollars~~our ofcommon ~~production~~stock, ~~from these manufacturers.~~especially ~~The~~if ~~Company~~such isallegations ~~not~~cannot currently engaged in any hedging activities to protect against these currency risks. If there is downward pressure on the value of the dollar, the Company’s customers’ purchase prices for its products could increase. The Company may not be ~~able~~addressed toand ~~offset~~resolved ~~an increase in production costs with a price increase to its customers~~favorably.

~~Fluctuations~~U.S. reporting companies that have substantially all of their operations or sales in China have been the ~~price~~subject of intense scrutiny, ~~availability~~criticism and ~~quality~~negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered ~~materials~~around ~~used~~a lack of effective internal controls over financial accounting resulting in ~~the~~financial ~~Company’s~~and ~~products~~accounting ~~could~~irregularities ~~have~~and mistakes, inadequate corporate governance policies or a ~~material~~lack ~~adverse~~of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, many of these companies are now conducting internal and external investigations into the allegations and are subject to shareholder lawsuits and SEC enforcement actions. It is not clear what effect such sector wide scrutiny, criticism and negative publicity would have on ~~its~~the ~~cost~~business of ~~goods~~our ~~sold~~company. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will be required to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and may distract management from its ~~ability~~efforts in expanding the business of our company. If such allegations are not proven to be groundless, our company, overall, ~~meet~~and ~~its~~our ~~customers’~~business ~~demands~~operations, in particular, could be severely impacted and your investment in our stock could be rendered worthless.

~~Fluctuations~~Our innetwork ~~the~~and ~~price,~~communications ~~availability~~systems ~~and~~are ~~quality~~dependent ofon ~~the~~third-party ~~materials~~providers ~~used~~and inare ~~the~~vulnerable ~~manufacture~~to ofsystem ~~the~~interruption ~~Company’s~~and ~~products~~damage, bywhich ~~third parties~~ could ~~have~~limit aour ~~material adverse effect on the cost of such products to it or its~~ ability to operate ~~meet~~our ~~its~~business ~~customers’~~and ~~demands.~~could ~~The~~have ~~Company~~a ~~may~~material ~~not~~adverse beeffect ~~able~~on toour ~~pass on~~business, ~~all~~financial condition or ~~any~~results ~~portion~~ of ~~higher material prices to its customers~~operations.

~~Matters~~Our ~~relating~~systems and operations and those of our third-party internet service providers are vulnerable to damage or ~~arising~~interruption from ~~the~~fire, ~~material~~flood, ~~weakness~~earthquakes, power loss, inserver ~~the~~failure, ~~Company’s~~telecommunications ~~internal~~and ~~controls~~internet ~~have~~service ~~had~~failure, ~~and~~acts ~~may~~of ~~continue~~war toor ~~have~~terrorism, acomputer ~~material~~viruses ~~adverse~~and ~~effect~~denial onof ~~its~~service attacks, ~~business~~physical or electronic breaches, ~~operating~~sabotage, human error and similar events. Any of these events could lead to system interruptions, ~~results~~processing and ~~financial~~order ~~condition~~fulfillment delays and loss of critical data for us, ~~including~~our ~~increased~~suppliers ~~costs~~or our internet service providers, and could ~~diversion~~prevent us from processing customer purchases. Any significant interruption in the availability or functionality of ~~management’s~~our website ~~attention~~or our customer processing, distribution or communications systems, for any reason, could seriously harm our business, financial condition and operating results.

The Company’s management conducted an evaluation of the effectiveness of its disclosure controls and procedures and an assessment of the effectiveness of its internal control over financial reporting and concluded that its disclosure controls and procedures, as well as its internal control over financial reporting, were not effective as of March 31, 2016 due primarily to the material weakness they identified in its internal control over financial reporting. Please refer to the discussion under Item 9A, “Controls and Procedures” for further discussion of the Company’s material weakness as of March 31, 2016. Should the Company be unable to remediate the material weakness promptly and effectively, such weakness could harm its operating results, result in a material misstatement of its financial statements, cause it to fail to meet its financial reporting obligations or prevent it from providing reliable and accurate financial reports or avoiding or detecting fraud. This, in turn, could result in a loss of investor confidence in the accuracy and completeness of the Company’s financial reports, which could have an adverse effect on its stock performance. Any litigation or other proceeding or adverse publicity relating to the material weakness could have a material adverse effect on the Company’s business and operating results. In addition, the Company may incur unanticipated accounting and legal fees in connection with these matters, and its management’s time and attention has been diverted from its other business operations, which could harm its business.12

~~The~~Because ~~failure~~we are dependent on third party service providers for the implementation and maintenance of certain aspects of our systems and operations and because some of the causes of system interruptions may be outside of our control, we may not be able to ~~upgrade~~remedy ~~information~~such interruptions in a timely ~~technology~~manner, if at all. As we rely on our third-party service providers, computer and communications systems asand ~~necessary~~the internet to conduct our business, any system disruptions could have ana material adverse effect on ~~the~~our ~~Company’s~~business, financial condition or results of operations.

~~Some~~We ofmust ~~the~~successfully ~~Company’s~~maintain ~~information~~and/or ~~technology~~upgrade ~~systems,~~our ~~which are primarily utilized to manage~~ information ~~necessary~~technology to price and ship products and to generate reports that report each customer’s order are dated and are comprised of multiple applications, rather than one overarching state-of-the-art system. Modifications involve replacing legacy systems ~~with successor systems~~, ~~making~~and ~~changes~~our tofailure ~~legacy systems or acquiring new systems with new functionality. If the Company is unable~~ to ~~effectively~~do ~~implement~~so ~~these systems and update them where necessary, this~~ could have a material adverse effect on ~~its~~our business, financial condition ~~and~~or results of operations.

~~Entry~~We ~~into~~rely ~~new~~on ~~businesses~~various orinformation technology systems to manage our operations. Over the last several years, we have implemented, and we continue to implement, modifications ~~may~~and ~~divert~~upgrades to such systems, including changes to legacy systems, replacing legacy systems with successor systems with new functionality, and acquiring new systems with new functionality. These types of activities subject us to inherent costs and risks associated with replacing and changing these systems, including impairment of our ability to fulfill customer orders, potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel to implement and operate the ~~Company’s~~new systems, demands on management’s ~~attention~~time and ~~consume~~other ~~resources~~risks ~~that~~and ~~are~~costs of ~~necessary~~delays or difficulties in transitioning to ~~sustain~~or ~~its~~integrating new systems into our current systems. These implementations, modifications and upgrades may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. In addition, the difficulties with implementing new technology systems may cause disruptions in our business operations and have a material adverse effect on our business, financial condition or results of operations.

~~The~~Privacy ~~Company~~protection ~~may~~is ~~enter into new businesses~~increasingly ~~or operations in the future~~demanding, ~~which~~and we may ~~result~~be inexposed ~~unforeseen~~to ~~difficulties~~risks and ~~expenditures.~~costs Inassociated ~~addition,~~with ~~the~~security ~~new businesses~~breaches, ~~operations, products,~~data ~~or services may disrupt the Company’s business~~loss, ~~divert~~credit ~~its~~card ~~resources~~fraud and ~~require significant management attention~~identity theft that ~~would~~could ~~otherwise~~cause beus ~~available~~to ~~for~~incur ~~development~~unexpected ofexpenses ~~its~~and ~~business.~~loss ~~The anticipated benefits~~ of ~~any~~revenue ~~new~~as ~~businesses,~~well ~~operations, products,~~as orother ~~services may also not be realized or the Company may be exposed to unknown liabilities~~risks.

The ~~Company~~protection of customer, employee, vendor, franchisee and other business data is ~~highly~~critical ~~dependent~~to onus. Federal, state, provincial and international laws and regulations govern ~~its~~the ~~current~~collection, ~~management~~retention, sharing and security of data that we receive from and about our employees, customers, vendors and franchisees. The regulatory environment surrounding information security and privacy has been increasingly demanding in recent years, and may see the imposition of new and additional requirements by states and the federal government as well as foreign jurisdictions in which we do business. Compliance with these requirements may result in cost increases due to necessary systems changes and the development of new processes to meet these requirements by us and our franchisees. In addition, customers and franchisees have a high expectation that we will adequately protect their personal information. If we or our service provider fail to comply with these laws and regulations or experience a significant breach of customer, employee, vendor, franchisee or other company data, our reputation could be damaged and result in an increase in service charges, suspension of service, lost sales, fines or lawsuits.

The ~~Company’s~~use ~~success~~of iscredit ~~significantly~~payment systems makes ~~dependent~~us ~~upon~~more ~~its~~susceptible ~~management~~to ~~team.~~a ~~The~~risk ~~Company’s~~of ~~success~~loss isin connection with these issues, particularly ~~dependent~~with ~~upon~~respect Mrto an external security breach of customer information that we or third parties (including those with whom we have strategic alliances) under arrangements with us control. ~~Jack~~A ~~Jie~~significant ~~Qin~~portion of our sales require the collection of certain customer data, ~~its~~such ~~Chairman~~as credit card information. In order for our sales channel to function, we and other parties involved in processing customer transactions must be able to ~~CEO~~transmit confidential information, including credit card information, securely over public networks. ~~The~~In the event of a security breach, theft, leakage, accidental release or other illegal activity with respect to employee, customer, vendor, franchisee third party, with whom we have strategic alliances or other company data, we could become subject to various claims, including those arising out of thefts and fraudulent transactions, and may also result in the suspension of credit card services. This could cause consumers to lose confidence in our security measures, harm our reputation as well as divert management attention and expose us to potentially unreserved claims and litigation. Any loss in connection with these types of ~~him~~claims could be substantial. In addition, if our electronic payment systems are damaged or cease to function properly, we may have anto ~~adverse~~make ~~effect~~significant oninvestments to fix or replace them, and we may suffer interruptions in our operations in the ~~Company~~interim. IfIn ~~the~~addition, ~~Company~~we ~~were~~are reliant on these systems, not only to ~~lose~~protect the ~~services~~security of ~~its~~the ~~officers~~information stored, but also to appropriately track and record data. Any failures or inadequacies ~~directors~~in these systems could expose us to significant unreserved losses, which could materially and adversely affect our earnings and the ~~Company~~market ~~may~~price ~~experience~~of ~~difficulties~~our incommon ~~effectively~~stock. ~~implementing~~Our ~~its~~brand ~~business~~reputation ~~plan~~would likely be damaged as well.

~~The Company’s principal shareholder owns 69% of its outstanding common stock and its interests may not be aligned with the interests of the Company’s other shareholders.~~13

~~Dragon~~Our ~~Win~~holding ~~Management,~~company ~~Ltd.~~structure ~~(“Dragon~~makes ~~Win”)~~us ~~owns~~dependent aon ~~majority~~our ofsubsidiaries the Company’s issued and outstanding common stock. As a result, Dragon Win has substantial influence in determining the outcome of any corporate transactions or other matters submitted to the Company’s shareholders for ~~approval,~~our ~~including~~cash ~~mergers,~~flow ~~consolidations~~ and ~~the~~subordinates ~~sale of all or substantially all of~~ the ~~Company’s~~rights ~~assets, election~~ of ~~directors~~our ~~and other significant corporate actions. Dragon Win may not act in the best interests of the Company’s minority~~ shareholders. ~~In addition, without its consent, the Company could be prevented from entering into transactions that could be beneficial~~ to the ~~Company.~~rights ~~This~~of ~~concentration~~ creditors of ~~ownership~~our ~~may~~subsidiaries ~~also discourage, delay or prevent a change~~ in ~~control of~~ the ~~Company,~~event ~~which could deprive its shareholders~~ of an ~~opportunity~~insolvency toor ~~receive~~liquidation ~~a premium for their shares as part~~ of aany ~~sale~~ of ~~the~~our ~~Company and might reduce the price of the Company’s common stock~~subsidiaries. ~~These actions may be taken even if they are opposed by the Company’s other shareholders.~~

9Our company, EFT Holdings, Inc., is a holding company and, accordingly, substantially all of our operations are conducted through its subsidiaries. Our subsidiaries are separate and distinct legal entities. As a result, our cash flow depends upon the earnings of our subsidiaries. In addition, we depend on the distribution of earnings, loans or other payments by our subsidiaries. Our subsidiaries have no obligation to provide our company with funds for our payment obligations. If there is an insolvency, liquidation or other reorganization of any of our subsidiaries, our shareholders will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before our company, as a shareholder, would be entitled to receive any distribution from that sale or disposal.

~~The~~Risks ~~outcome~~Related ofto ~~litigation~~our ~~and~~Business ~~other claims is unpredictable~~– ~~and~~Online ~~any rulings not in the Company’s favor could have a material adverse effect on its business and results of operations.~~Segment

~~The~~Because ~~Company~~we isdo ~~and may become subject to litigation, claims and administrative proceedings for which it cannot or may~~ not behave ~~able~~written ~~to predict or determine the ultimate outcome~~agreements orwith ~~quantify the potential financial impact. Because of the inherent difficulty of predicting the outcome of~~ any ~~legal claims and administrative proceedings, the Company cannot provide assurance as to the outcome~~ of ~~any~~our ~~pending~~third-party ~~or future matters~~manufacturers, ~~or,~~we ~~ultimately determined~~may ~~adversely~~incur tomaterial ~~the~~product ~~Company,~~liability ~~the loss~~claims, ~~expense~~which ~~or other amounts attributable to any such matter. The resolution of such matter or matters, if unfavorable,~~ could ~~have~~increase aour ~~material~~costs ~~adverse effect on the Company’s business, liquidity~~ and ~~results~~ ofadversely ~~operations.~~affect ~~Refer~~our ~~to Item 3. “Legal Proceedings~~reputation,” ~~for~~revenues ~~a more detailed discussion of certain current litigation~~ and ~~other~~ ~~proceedings~~operating income.

IfAs ~~the~~a ~~Company~~retailer ~~becomes~~of ~~directly~~products ~~subject~~designed for human consumption, we are subject to ~~the~~product ~~scrutiny,~~liability ~~criticism~~claims ~~and~~if ~~negative~~the ~~publicity~~use ~~involving~~of ~~U.S.~~our ~~reporting~~products ~~companies~~is ~~with~~alleged ~~substantial~~to ~~PRC~~have ~~operations~~resulted orin injury. ~~sales~~Our products consist of vitamins, ~~the~~minerals, ~~Company~~herbs ~~may~~and ~~have~~other toingredients ~~expend~~that ~~significant~~are ~~resources~~classified toas ~~investigate~~foods or dietary supplements and are ~~resolve~~not ~~any~~subject ~~negative~~to ~~allegations~~pre-market ~~resulting~~regulatory ~~from such~~approval. ~~scrutiny,~~Our ~~which~~products could ~~harm~~contain ~~its~~contaminated ~~business~~substances, ~~operations~~ and ~~reputation~~some ~~and~~of ~~could~~our ~~result~~products contain iningredients athat ~~loss~~do ofnot ~~your~~have ~~investment~~long inhistories ~~the~~of ~~Company’s stock,~~human ~~especially~~consumption. ifPreviously ~~such~~unknown ~~allegations~~adverse ~~cannot~~reactions beresulting ~~addressed~~from human ~~and~~consumption ~~resolved~~of ~~favorably~~these ingredients could occur.

~~U.S.~~Because ~~reporting~~third-party ~~companies~~manufacturers ~~that~~produce ~~have substantially~~ all of ~~their~~our ~~operations~~products, orwe ~~sales~~rely inon ~~China~~these ~~have~~manufacturers ~~been~~to ensure the ~~subject~~integrity of ~~intense~~their ~~scrutiny,~~ingredients ~~criticism~~ and ~~negative publicity by investors, financial commentators and regulatory agencies, such as the SEC~~formulations. ~~Much of the scrutiny~~However, ~~criticism and negative~~due ~~publicity~~to ~~has~~this ~~centered around a lack of effective internal controls over financial accounting resulting in financial and accounting irregularities and mistakes~~circumstance, ~~inadequate~~our ~~corporate~~company ~~governance~~may ~~policies~~become orliable afor ~~lack~~various ofproduct ~~adherence~~liability ~~thereto~~claims ~~and,~~for inproducts ~~many~~sold ~~cases,~~by ~~allegations of~~us ~~fraud.~~but Asnot ~~a result of the scrutiny, criticism and negative publicity, many of these companies are now conducting internal and~~manufactured ~~external~~by ~~investigations into the allegations, and in the interim are subject to shareholder lawsuits and SEC enforcement actions~~us.

ItWe isdo not ~~clear~~have ~~what~~written ~~effect~~agreements ~~such~~with our ~~sector~~third-~~wide scrutiny,~~party ~~criticism and negative publicity will have on the Company and its business~~manufacturers. IfDue ~~the~~to ~~Company~~this ~~becomes the subject of any unfavorable allegations~~circumstance, ~~whether~~we ~~such~~enjoy ~~allegations~~no ~~are~~indemnification ~~proven~~for toany beproduct ~~true~~liability orclaims ~~untrue,~~from ~~the Company will have to expend significant~~any ~~resources~~of toour ~~investigate~~third-party ~~such allegations and/or defend itself~~manufacturers. ~~This~~Thus, ~~situation~~we ~~will~~may be ~~costly~~unable ~~and~~to ~~time~~obtain ~~consuming~~any ~~and~~recovery ~~distract management~~ from ~~growing~~any ~~the~~third-party ~~Company.~~manufacturers Ifin ~~such~~respect of ~~allegations~~any ~~are~~product ~~not~~liability ~~proven~~claims toagainst beus ~~groundless,~~in ~~the~~connection ~~Company~~with ~~and~~products ~~business~~manufactured ~~operations~~by ~~will~~any besuch ~~severely impacted~~third ~~and your investment in the Company’s stock could be rendered worthless~~party.

~~The~~Even ~~Company’s~~with ~~stock~~our isown ~~thinly~~insurance coverage, product ~~traded~~liability claims could significantly damage our reputation and ~~the~~consumer ~~price~~confidence in our products. Our litigation expenses could increase as well, which also could have a material adverse effect on our results of ~~its~~operations, ~~stock~~even ~~may~~if ~~become~~a ~~highly~~product ~~volatile~~liability claim is unsuccessful or is not fully pursued.

~~There~~We ismay ~~currently~~incur ~~only~~material aproduct ~~limited market~~liability ~~for the Company’s common stock. A limited market is characterized by a relatively limited number of shares in the public float~~claims, ~~relatively~~which ~~low~~could ~~trading~~increase ~~volume~~our costs and aharm ~~small~~our ~~number~~financial ofcondition ~~brokerage firms acting as market makers. The market for low-priced securities is generally less liquid~~ and ~~more~~operating ~~volatile than securities traded on national stock markets~~results. Wide fluctuations in market prices are not uncommon. No assurance can be given that the market for the Company’s common stock will continue. The price of the Company’s common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond the Company’s control:

·We ~~quarterly~~may ~~variations~~be insubjected ~~the~~to ~~Company’s~~various ~~operating~~product liability ~~results;~~claims, ·including ~~operating~~claims ~~results~~ that ~~vary~~products ~~from~~that ~~the~~are ~~expectations~~ingested ofby ~~investors;~~consumers ·or ~~changes~~applied ~~in expectations as~~ to ~~the~~their ~~Company’s~~bodies ~~future~~contain ~~financial performance~~contaminants, and ~~including~~that ~~financial~~the ~~estimates~~products byinclude ~~investors;~~inadequate ·instructions ~~reaction~~as to ~~the~~their ~~Company’s periodic filings~~uses, or ~~presentations~~include byinadequate ~~executives~~warnings atconcerning ~~investor~~side effects and ~~industry~~interactions ~~conferences;~~with ~~· changes in the Company’s capital structure; · changes in market valuations of~~ other ~~internet~~substances. orIt ~~online~~is ~~service~~possible ~~companies;~~that ·widespread ~~announcements~~product ofliability ~~innovations~~claims orcould ~~new~~increase ~~services~~our bycosts, ~~the~~and adversely ~~Company~~affect orour ~~its~~revenues ~~competitors;~~and ·operating ~~announcements~~income. ~~by the Company or its competitors of significant contracts~~Moreover, ~~acquisitions,~~liability ~~strategic partnerships, joint ventures or capital commitments; · lack of success in the expansion of the Company’s business operations; · announcements by third parties of significant~~ claims orarising ~~proceedings~~from ~~against~~a ~~the~~serious ~~Company or~~ adverse ~~developments~~event inmay ~~pending~~increase our ~~proceedings;~~costs ·through ~~additions~~higher orinsurance ~~departures~~premiums ofand ~~key~~deductibles, ~~personnel;~~and ·may ~~asset~~make ~~impairment;~~it ·more ~~temporary~~difficult ~~or permanent inability~~ to ~~offer~~secure ~~products~~adequate orinsurance ~~services; · rumors or public speculation about any of the above factors; and · market and volume fluctuations~~ coverage in the ~~stock markets in general~~future.

10Resources devoted to product innovation may not yield new products that achieve commercial success.

~~There~~Our isability ~~not~~to ~~now,~~develop and/or ~~there~~secure ~~may~~rights to ~~not~~new ~~ever~~products bedepends on, anamong ~~active~~ other factors, our ability to understand evolving customer and market ~~for~~trends ~~the~~and ~~Company’s~~our ~~common~~ability to ~~stock~~translate these insights into sales of such products. Our inability to understand these trends could harm our operating results. Further, the nutritional supplements industry is characterized by rapid and ~~the~~frequent ~~Company~~changes ~~cannot~~in ~~assure~~demand ~~you~~for ~~that~~products ~~the~~and ~~common~~new ~~stock~~product introductions. ~~will~~Our ~~become~~failure ~~liquid~~to predict accurately these trends could also negatively impact our operating results. To develop and/or secure ~~that~~rights to new products also requires a material level of investment and entails considerable uncertainty. We may face significant itchallenges with regard to a key product launch. Further, products also may fail to achieve commercial viability. Finally, there is no guarantee that we will be ~~listed~~able onto arespond ~~securities~~successfully ~~exchange~~to competitive products that could render some of our offerings obsolete.

There is currently only a limited market for the Company’s common stock. In this venue, an investor may find it difficult to obtain accurate quotations as to the market value of the common stock and trading of the Company’s common stock may be extremely sporadic. For example, several days may pass before any significant number of shares may be traded. A more active market for the common stock may never develop. In addition, if the Company fails to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell the Company’s securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the common stock, which may further affect the liquidity of the Company’s common stock.14

~~The~~We ~~Company~~ may beexperience ~~subject~~product torecalls, which ~~penny~~could ~~stock~~reduce ~~regulations and~~our ~~restrictions~~sales and ~~you~~margin ~~may~~and ~~have~~adversely ~~difficulty~~affect ~~selling~~our ~~shares~~results of ~~the Company’s common stock~~operations.

~~The~~We ~~SEC~~may ~~has~~be ~~regulations~~subject ~~which~~to ~~generally define~~product ~~so-called~~recalls, ~~“penny~~withdrawals or ~~stocks”~~seizures, toif beany ~~equity~~of ~~securities~~our ~~that~~products ~~have~~are abelieved ~~market~~to ~~price~~cause ~~less~~injury ~~than~~or ~~$5.00~~illness ~~per share~~ or anif ~~exercise price~~we ofare ~~less~~alleged ~~than~~to ~~$5.00~~have ~~per~~violated ~~share,~~governmental regulations ~~subject~~in tothe ~~certain~~manufacturing, ~~exemptions.~~labeling, ~~When~~promotion, ~~listed~~sale or ~~quoted~~distribution onof ansuch ~~over-the-counter~~products. ~~electronic~~Any ~~exchange~~such recall, ~~the~~ ~~Company’s~~withdrawal ~~common~~or ~~stock~~seizure of ~~may~~any beof ~~deemed~~our toproducts bewould arequire ~~“penny~~significant ~~stock”~~management ~~subject~~attention, tocould ~~Rule~~result ~~15g-9~~in ~~under~~substantial ~~the~~and ~~Exchange~~unexpected ~~Act,~~expenditures orand ~~the~~could ~~Penny~~materially ~~Stock~~and ~~Rule.~~adversely ~~This~~affect ~~rule~~our ~~imposes~~business, ~~additional~~financial ~~sales~~condition ~~practice~~or ~~requirements~~results onof ~~broker-dealers~~operations. ~~that~~Furthermore, ~~sell~~ such ~~securities~~a torecall, ~~persons~~withdrawal ~~other~~or ~~than~~seizure ~~established~~of ~~customers~~any ~~and~~of ~~“accredited~~our ~~investors”~~products ~~(generally,~~could ~~individuals~~materially ~~with~~and aadversely ~~net~~affect ~~worth~~consumer confidence in ~~excess of~~our ~~$1,000,000~~company orand ~~annual~~decrease demand ~~incomes~~for ~~exceeding~~our ~~$200,000,~~products orand ~~$300,000~~the ~~together~~market ~~with~~price ~~their~~of ~~spouses)~~our common stock.

~~For~~As ~~transactions~~is ~~covered~~common byin ~~Rule~~our ~~15g-9~~industry, a ~~broker-dealer~~we ~~must~~rely ~~make a special suitability determination for the purchaser and receive the purchaser’s written consent to~~on ~~the~~our ~~transaction~~third-party ~~prior~~manufacturers to ~~sale.~~ensure Inthat ~~addition,~~the ~~unless~~products ~~exempt,~~they ~~the~~manufacture ~~rules~~for ~~require~~us ~~delivery,~~comply ~~prior~~with toall ~~any~~applicable ~~transaction~~regulatory inand ~~penny stock,~~legislative ofrequirements, aas ~~disclosure~~well ~~schedule~~as ~~prepared by~~ the ~~SEC~~integrity ~~relating~~of toingredients ~~the~~and ~~penny~~proper ~~stock market~~formulation. ~~Disclosure~~However, isour ~~also~~reliance ~~required~~on tosuch bemanufacturers ~~made~~is ~~about sales~~not ~~commissions~~supported ~~payable~~by tomanufacturing ~~both~~agreements ~~the broker-dealer~~ and ~~the~~there ~~registered~~is ~~representative~~no ~~and~~assurance ~~current~~that ~~quotations~~our ~~for~~third-party ~~the~~manufacturers ~~securities.~~will ~~Finally, monthly~~not ~~statements~~fail ~~are~~to ~~required~~deliver products to beus ~~sent~~that ~~disclosing~~comply ~~recent~~with ~~price~~necessary ~~information~~standards, ~~for~~including ~~the~~ingredient ~~penny~~usage ~~stock held in the account~~ and ~~information on the limited market in penny stock~~formulations. AsAny asuch ~~result,~~failure ~~this~~on ~~rule may affect~~ the ~~ability~~part of ~~broker~~our third-~~dealers~~party manufacturers tocould ~~sell~~materially ~~the Company’s securities~~ and ~~may~~adversely affect ~~the~~our ~~ability~~business, offinancial ~~purchasers~~condition toand ~~sell~~results ~~any~~ of ~~the Company’s securities in the secondary market~~operations.

~~There~~The ~~can~~nature beof noour ~~assurance~~product ~~that the Company’s~~sourcing ~~common~~and ~~stock~~manufacturing ~~will~~may ~~qualify~~adversely ~~for~~affect ~~exemption~~our ~~from the Penny Stock Rule. In any event~~business, ~~even~~financial ifcondition ~~the~~and ~~Company’s~~results ~~common stock were exempt from the Penny Stock Rule, it would remain subject to Section 15(b)(6)~~ of ~~the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest~~operations.

~~ITEM~~Currently, 1Ball of our products are manufactured in the United States, though none of our products is sold in the United States. ~~UNRESOLVED~~Substantially ~~STAFF~~all ~~COMMENTS~~of our products are sold to customers in Hong Kong and China. As a result, our business is subject to the following specific risks:

~~Not~~• political and ~~Applicable.~~economic instability in foreign countries, including heightened terrorism and other security concerns, which could subject imported or exported goods to additional or more frequent inspections, leading to delays in deliveries or impoundment of goods or to an increase in transportation costs of raw materials or finished product;

~~ITEM~~• the imposition 2.of ~~PROPERTIES.~~regulations and quotas relating to exports and imports, including quotas imposed by bilateral agreements between the United States, from which we source our products, and foreign countries, including China;

~~The Company leases a 3,367 square foot~~• the ~~office~~imposition ~~in the City~~ of ~~Industry~~duties, intaxes ~~California~~and ~~that~~other ~~serves~~charges ~~as its principal executive offices. The lease will expire~~ on ~~February 14,~~exports ~~2018.~~and ~~Pursuant to the lease, the monthly rent was approximately $10,000 per month.~~imports;

~~From~~• significant fluctuation ~~April~~of ~~1 through June 24, 2015,~~ the ~~Company~~ ~~rented~~value ~~2,500 square feet~~ of ~~office~~the ~~space for its satellite training center located at Suite 3706, Langham Office Tower, 8 Argyle Street, Kowloon, Hong Kong SAR~~U. ~~The monthly rent for this period was $15,319~~S. ~~Beginning~~dollar ~~June~~against ~~25, 2015,~~ the ~~Company~~Hong ~~moved to~~Kong ~~a 1~~Dollar,~~100-square-foot~~ ~~office~~Chinese ~~located~~Yuan ~~at Suite 1506, Concordia Plaza, 1 Science Museum Road, Tsimshatsui East, Kowloon. The new lease has a monthly rent of $8,586~~ and ~~will~~other ~~expire~~foreign ~~on June 22, 2017.~~currencies;

~~The Company also rents storage space, generally~~• difficulty ~~3,000 square feet or less, for its satellite training center~~ in ~~Hong~~staffing ~~Kong.~~and ~~The~~managing ~~space~~international isoperations ~~leased for a term of two years which began on January 4, 2015~~ and ~~expires~~difficulty onin ~~January~~maintaining 3,quality ~~2017. The lease has a monthly rent of $1,019.~~control;

~~The Company also leases 40,000 square meters of land in Yongqin county of Baiquan, Heilongjiang Province, in~~ • the ~~People’s Republic of China (the “PRC”) where~~ itstrength ~~has constructed a bottled water factory. The land lease commenced on December 31, 2009 for a term~~ of ~~fifty~~international ~~years, with a yearly land-use right’s fee of $3,709.~~economies;

~~Until December 15, 2015, the Company rented~~• restrictions aon ~~240-square-foot office space for its operation in Taiwan and~~ the ~~monthly~~transfer ~~rental~~of ~~was~~funds ~~$1,098 per month. The former office was located at No. 376, Ren Ai Road, Da An district, Taipei. On December 16, 2015, the Company moved~~ to ~~the~~or ~~C1 Building, No. 378, Sec 6, Nanjing E. Road, NeiHu District, Taipei City 114, Taiwan, ownership of which was transferred~~ from ~~Meifu~~foreign tocountries; ~~the Company on October 27, 2015 as part of the recent settlement of the Company’s investment in Taiwan.~~and

~~See Note 16 to the Consolidated Financial~~• violations ~~Statements~~by ~~contained~~foreign incontractors ~~Item~~of 8labor ~~for~~and ~~information~~wage ~~concerning~~standards ~~the~~and ~~amounts~~resulting ~~the~~adverse ~~Company is required to pay pursuant to these leases~~publicity.

11We operate on very tight delivery schedules and, if there are delays and expected delivery dates cannot be met, our results of operations could be negatively impacted.

~~The~~If ~~Company~~there ~~believes~~are ~~its~~delays ~~properties~~in ~~are~~the delivery of ~~sufficient~~our ~~for~~products, ~~its~~then ~~current~~our ~~operations~~Affiliates may be entitled to cancel orders, which would negatively impact our gross profits and, therefore, our profitability. We may also incur extra costs to meet delivery dates, which would also reduce our profitability.

~~ITEM~~We 3.operate ~~LEGAL~~in ~~PROCEEDINGS~~a highly competitive industry; our failure to compete effectively could adversely affect our operating results, revenues and growth prospects.

All ~~material~~of ~~pending~~our ~~legal~~sales are made outside the United ~~proceedings,~~States. ~~other~~The ~~than~~international ~~ordinary~~nutritional ~~routine~~supplements ~~litigation~~retail ~~incidental~~industry tois ~~the~~large ~~business~~and highly fragmented. Our international competitors include large international pharmacy chains, tomajor ~~which~~international ~~the~~supermarket ~~Company~~chains orand ~~any~~other oflarge ~~its~~U.S.-based companies with ~~subsidiaries~~international isoperations. aWe ~~party,~~may ornot ofbe ~~which~~able ~~any~~to ofcompete ~~their~~effectively ~~property~~and isour ~~the~~attempts ~~subject,~~to ~~are~~do ~~disclosed~~so inmay ~~Note~~require 18us to ~~the~~reduce ~~Consolidated~~our prices, ~~Financial~~which ~~Statements~~may result in ~~this~~lower ~~Annual~~margins. ~~Report~~Failure onto ~~Form~~effectively ~~10-K~~compete could adversely affect our market share, revenues and growth prospects.

Except as otherwise disclosed in this Annual Report on Form 10-K, the Company does not know of any claims, pending or threatened against it which, in the opinion of the Company’s management, are likely to have a material and adverse effect on its business, financial condition or results of operations.15

~~ITEM~~In 4the online sales industry, competitors attempt to secure contracts with various merchandise brands to offer merchandise to their consumers. ~~MINE~~We ~~SAFETY~~also ~~DISCLOSURES~~face competition for consumers from retailers, duty free retailers, specialty stores, department stores and specialty and general merchandise catalogs, many of which have greater financial and marketing resources than we have. The online commerce market evolves rapidly and is intensely competitive. Barriers to entry are minimal and current and new competitors can launch new websites at a relatively low cost. There is no assurance that we will be able to compete successfully in this market in the future.

~~Not~~We ~~Applicable~~have experienced, and we anticipate that we will continue to experience for at least the foreseeable future, significant pricing pressure and significantly increased promotional activity from our competitors; we may face challenges in seeking to provide merchandise at competitive prices that allow us to become profitable. Continued advancement in technology and increasing access to that technology is paving the way for growth in the internet consumer industry. In addition, the nutritional supplement and cosmetic e business markets have and continue to become increasingly competitive and are rapidly evolving. There can be no assurance that we will maintain our competitive edge or that we will continue to provide only American-made merchandise. If we are unable to successfully compete in this promotional environment, we could experience reductions in our sales and excessive build-up of merchandise inventories resulting in increased markdowns and reductions in our gross profit margins, adversely impacting our profitability and cash flows from operating activities.

12We face significant inventory risks.

~~PART~~We IIare exposed to significant inventory risks that may adversely affect our operating results as a result of new product launches, rapid changes in product cycles, changes in consumer tastes with respect to our products and other factors. Future success depends on consistently anticipating, gauging and responding to Affiliates= demands and tastes in the design, pricing, style and production of our products. Our failure to anticipate, identify or react appropriately and in a timely manner to changes in customer preferences and economic conditions could lead to lower sales, missed opportunities, excessive inventories and markdowns, each of which could have a material adverse impact on our business and sales levels.

~~ITEM~~We 5must accurately predict these trends and avoid overstocking or understocking products. ~~MARKET~~All ~~FOR~~of ~~REGISTRANT’S~~our ~~COMMON~~products ~~EQUITY~~are manufactured by third parties, ~~RELATED~~and ~~STOCKHOLDER~~we ~~MATTERS~~order ~~AND~~only ~~ISSUER~~on an ~~PURCHASES~~“as OFneeded” ~~EQUITY~~basis. ~~SECURITIES~~However, based on ordering trends, we stock certain items that we believe will be in demand so that they are available for immediate shipping. In the past several years, we have mitigated decreases in sales by lowering our levels of inventory to preserve cash on hand. Demand for products, however, can change significantly between the time inventory is ordered and the date of sale. In addition, when we begin selling a new product, it may be difficult to establish vendor relationships, determine appropriate product selection, and accurately forecast product demand. The acquisition of certain types of inventory, or inventory from certain sources, may require significant lead time and prepayment, and such inventory may not be returnable. Any one of the inventory risk factors set forth above may adversely affect our operating results.

~~The~~If ~~Company’s~~our ~~common~~risk ~~stock~~management ~~(“EFTB”) trades~~methods ~~on the over-the-counter Pink Sheets. The following chart shows the high and low bid prices as published by Pink OTC Markets~~are ~~for~~not ~~the periods shown below. These quotations reflect inter-dealer prices~~effective, ~~without~~our ~~retail mark-up~~business, ~~mark-down~~reputation ~~or commission,~~ and ~~may~~ ~~not~~financial ~~necessarily~~results ~~represent~~may ~~actual~~be ~~transactions~~adversely affected.

Three Months Ended	Low Bid		High Bid
June 30, 2015	$	0.01	$	0.01
September 30, 2015	$	0.01	$	0.01
December 31, 2015	$	0.01	$	0.01
March 31, 2016	$	0.03	$	0.03
June 30, 2014	$	0.01	$	0.01
September 30, 2014	$	0.01	$	0.01
December 31, 2014	$	0.01	$	0.01
March 31, 2015	$	0.01	$	0.01

We have methods to identify, monitor and manage our risks; however, these methods may not be fully effective. Some of our risk management methods may depend upon evaluation of information regarding markets, customers or other matters that are publicly available or otherwise accessible by us. That information may not in all cases be accurate, complete, up to date or properly evaluated. If our methods are not fully effective or we are not successful in monitoring or evaluating the risks to which we are or may be exposed, our business, reputation, financial condition and operating results could be materially and adversely affected. In addition, our insurance policies may not provide adequate coverage.

~~The~~We ~~holders~~depend on third parties to manufacture all of the ~~Company’s~~products ~~common stock~~we ~~are~~sell ~~entitled~~and towe ~~one~~do ~~vote~~not ~~per~~have ~~share.~~any ~~The~~written ~~Company’s~~contracts ~~stockholders~~with doany ~~not~~of ~~have~~the ~~preemptive~~manufacturers ~~rights~~of toour ~~purchase,~~products. ~~subscribe~~If we are ~~for,~~unable to maintain these manufacturing relationships or ~~otherwise~~enter ~~acquire~~into ~~any~~new ~~shares~~arrangements, ofwe ~~its~~may ~~common~~fail ~~stock~~to meet customer demand and our net sales and profitability may suffer as a result.

~~The~~All ~~Company~~of ~~did~~our ~~not~~products ~~pay~~are ~~any~~manufactured ~~dividends~~by ~~during~~third ~~the~~parties. ~~years~~We ~~ended~~do ~~March~~not ~~31,~~have ~~2016~~any ~~and~~written ~~2015.~~contracts ~~The~~with ~~Company’s~~any ~~board~~ of ~~directors~~the ismanufacturers ~~not~~of ~~restricted~~our ~~from~~products. ~~paying~~The ~~any dividends~~fact ~~but~~that iswe do not ~~obligated~~have written tocontracts ~~declare~~with aour ~~dividend.~~third-party ~~The~~manufacturers ~~Company~~means ~~currently~~that ~~intends~~they tocould ~~retain~~cease ~~all~~manufacturing ~~future~~these ~~earnings~~products for ~~use~~us ~~in the~~at ~~operation~~any time and ~~expansion~~for ofany ~~its~~reason. ~~business~~In ~~and~~addition, ~~does~~our third-party manufacturers are not ~~anticipate~~restricted ~~paying~~from ~~any~~manufacturing ~~cash~~our ~~dividends~~competitors’ onproducts. Our ~~common~~inability ~~stock~~to insecure ~~the~~adequate and timely supplies of merchandise would harm inventory levels, net sales, gross profit and, ~~foreseeable~~ultimately, ~~future~~our results of operations.

The Company’s Articles of Incorporation authorize its board of directors to issue up to 25,000,000 shares of preferred stock. The provisions in the Articles of Incorporation relating to the preferred stock allow the Company’s directors to issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of the Company’s common stock. The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders generally, and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored by the Company’s management.16

~~During~~Our ~~the~~third-party ~~year~~manufacturers ~~ended March 31, 2016, the~~may ~~Company~~increase ~~did not purchase any shares of its common stock from third parties in a private transaction or in~~ the ~~open~~cost ~~market. During the year ended March 31, 2016, none~~ of the ~~Company’s~~products ~~officers~~we orpurchase ~~directors, or any of its principal shareholders, purchased any shares of its common stock on its behalf~~ from ~~third parties in a private transaction or as a result of purchases in the open market~~them.

AsIf ofour ~~March~~manufacturers 31increase their prices, our ~~2016~~margins would suffer, ~~there~~unless ~~were~~we 4are able to pass along these increased costs to our customers. We may not be able to develop relationships with new vendors and manufacturers at the same prices or at all,~~917~~ and, even if we do establish such relationships, ~~record~~such ~~holders~~new ofvendors and manufacturers might not allocate sufficient capacity to us to meet our requirements. Furthermore, if we increase our product orders significantly from the ~~Company’s~~amounts ~~common~~we ~~stock~~have historically ordered from our manufacturers, our manufacturers might be unable to meet this increased demand.

An increase in the price and shortage of supply of key raw materials could adversely affect our business.

Our products are composed of certain key raw materials. If the prices of these raw materials were to increase significantly, the prices third party manufacturers charge us for our products could increase significantly and we may not be able to pass on such increases to our customers. A significant increase in the price of raw materials that cannot be passed on to customers could have a material adverse effect on our results of operations and financial condition. In addition, if we no longer are able to obtain products from one or more of our suppliers on terms reasonable to us or at all, our revenues could suffer. Events such as the threat of political or social unrest, or the perceived threat thereof, may also have a significant impact on raw material prices and transportation costs for our products. In addition, the interruption in supply of certain key raw materials essential to the manufacturing of our products may have an adverse impact on our suppliers’ ability to provide us with the necessary products needed to maintain our customer relationships and an adequate level of sales.

Our third-party manufacturers may not continue to produce products that are consistent with our company’s standards or applicable regulatory requirements, which could harm our brand, cause customer dissatisfaction and require us to find alternative manufacturers of our products.

Our third-party manufacturers may not maintain adequate controls with respect to product specifications and quality and may not continue to produce products that are consistent with our quality standards. If we are forced to rely on products of inferior quality, then our customer satisfaction and brand reputation would likely suffer, which would lead to reduced net sales. In addition, we may be required to find new third-party manufacturers to supply our products. There can be no assurance that we would be successful in finding third party manufacturers that make products meeting our standards of quality.

Adverse publicity associated with our products, ingredients or our Affiliates program, or those of similar companies, could harm our financial condition and operating results.

We are highly dependent upon consumer perception of the safety and quality of our products and the ingredients they contain, as well as that of similar products distributed by other companies. This perception can be significantly influenced by:

• media attention;

• the safety, efficacy and quality of our products and ingredients;

• the safety, efficiency and quality of similar products and ingredients distributed by other companies;

• our promotional and compensation programs; and

• the online sales business in general.

A product may be received favorably, resulting in high sales associated with that product, which sales level may not be sustainable due to changing consumer preferences. Future scientific research or publicity could be unfavorable to our industry or any of our particular products or the ingredients they contain and may not be consistent with earlier favorable research or publicity. A future research report or publicity that is perceived by our consumers as less favorable or that questions earlier research or publicity could have a material adverse effect on our ability to generate revenues. Adverse publicity in the form of published scientific research or otherwise, whether or not accurate, that associates consumption of our products or the ingredients they contain or any other similar products distributed by other companies with illness or other adverse effects, that questions the benefits of our or similar products, or that claims that such products are ineffective could have a material adverse effect on our reputation and demand for our products.

Adverse publicity concerning any actual or purported failure by our company to comply with applicable laws and regulations regarding product claims and advertising, good manufacturing practices, the regulation of its programs, the licensing of our products for sale in our target markets or other aspects of our business (whether or not resulting in enforcement actions or the imposition of penalties), could have an adverse effect on our business and could negatively affect our ability to attract Affiliates, which would negatively impact our ability to generate revenue.

In addition, our Affiliates’ perception of the safety, quality and efficiency of our products and ingredients, as well as similar products and ingredients distributed by other companies, could be significantly influenced by media attention, publicized scientific research or findings, widespread product liability claims or other publicity concerning our products or ingredients or similar products and ingredients distributed by other companies. Adverse publicity, whether or not accurate or resulting from consumers’ use or misuse of our products, that associates consumption of its products or ingredients or any similar products or ingredients with illness or other adverse effects, questions the benefits of our company’s or similar products or claims that any such products are ineffective, inappropriately labeled or have inaccurate instructions as to their use, could lead to lawsuits or other legal challenges and could negatively impact our reputation, the market demand for our products or our general business.

Fluctuations in the price, availability and quality of materials used in our products could have a material adverse effect on our cost of goods sold and our ability to meet customers’ demands.

Fluctuations in the price, availability and quality of the materials used in the manufacture of our products by third parties could have a material adverse effect on the cost of such products to us or our ability to meet customers’ demands. We may not be able to pass on all or any portion of higher material prices to our customers.

Risks Related to Our Business – Beverage Segment

We have determined not to re-start operations in our beverage segment.

Risks Related to Our Common Stock

Our common stock is thinly traded and its market price may become highly volatile.

There is currently only a limited market for our common stock. A limited market is characterized by a relatively limited number of shares in the public float, relatively low trading volume and a small number of brokerage firms acting as market makers. The market for low priced securities is generally less liquid and more volatile than securities traded on national stock markets. Wide fluctuations in market prices are not uncommon. No assurance can be given that the market for our common stock will continue. The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

• quarterly variations in our operating results;

• operating results that vary from the expectations of investors;

• changes in expectations as to our future financial performance, including financial estimates by investors;

• reaction to our periodic filings, or presentations by executives at investor and industry conferences;

• changes in our capital structure;

• changes in market valuations of other internet or online service companies;

• announcements of innovations or new services by us or our competitors;

• announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

• lack of success in the expansion of our business operations;

• announcements by third parties of significant claims or proceedings against our company or adverse developments in pending proceedings;

• additions or departures of key personnel;

• asset impairment;

• temporary or permanent inability to offer products or services; and

• rumors or public speculation about any of the above factors.

There is not now, and there may not ever be, an active market for our common stock, and we cannot assure you that our common stock will become liquid or that it will be listed on a securities exchange.

There is currently only a limited market for our common stock. In this venue, an investor may find it difficult to obtain accurate quotations as to the market value of the common stock and trading of our common stock may be extremely sporadic. For example, several days may pass before any significant number of shares may be traded. A more active market for the common stock may never develop. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker dealers from recommending or selling the common stock, which may further affect the liquidity of our common stock.

Our board of directors is authorized to issue shares of preferred stock, which may have rights and preferences detrimental to the rights of the holders of our common stock.

Our company is authorized to issue up to 25,000,000 shares of preferred stock, $.001 par value. As of the date of this Annual Report on Form 10-K, we have not issued any shares of preferred stock. Our preferred stock may bear such rights and preferences, including dividend and liquidation preferences, as our board of directors may fix and determine from time to time. Any such preferences may operate to the detriment of the rights of the holders of our common stock.

We do not intend to pay dividends on our common stock.

We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive any cash, stock or other dividends on their shares of our common stock, until we have funds which our board of directors determines can be allocated to dividends.

As a public company, we will incur audit fees and legal fees in connection with the preparation of our required financial reporting under the Exchange Act, which costs could reduce or eliminate our ability to earn a profit.

As a public company, we are required to file periodic reports with the SEC. In order to comply with these requirements, our independent registered public accounting firm will be required to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will be required to review and assist in the preparation of such reports. While the fees charged by these professionals for their services cannot be accurately predicted at this time, it can be expected that these fees will have a significant impact on our ability to earn a profit. We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information and the trading price of our common stock, if a market ever develops, could drop significantly.

The elimination of monetary liability of our directors, officers and employees under Nevada law and the existence of indemnification rights in favor of our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

Our bylaws contain a specific provision that eliminates the liability of directors for monetary damages to our company and our shareholders; we intend to give such indemnification to our directors and officers to the extent provided by Nevada law. We may also have contractual indemnification obligations under employment agreements with executive officers. Such indemnification obligations could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers, even though such actions, if successful, might otherwise benefit our company and our shareholders.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless, in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter, if it were to occur, is likely to be very costly and may result in our receiving negative publicity, either of which factors are likely to materially reduce the market for, and price of, our common stock, if such a market ever develops.

Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our common stock in the public market or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares. Restricted or control shares may not be sold in the public market, unless the sale is registered under the Securities Act or an exemption from registration is available. If a large number of shares are sold on the open market, the price of our common stock could decline.

In the future, we may also issue securities if we need to raise capital in connection with a capital raise or acquisition. The amount of shares of our common stock issued in connection with a capital raise or acquisition could constitute a material portion of our then outstanding shares of common stock.

FINRA sales practice requirements may limit a shareholder’s ability to buy and sell our common stock.

FINRA has adopted rules that relate to the application of the SEC’s “penny stock” rules in trading our securities and require that a broker dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.

Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers dealers charge higher transactional fees for penny stock transactions. As a result, fewer broker dealers may be willing to make a market in our common stock, thereby reducing a shareholder’s ability to resell shares of our common stock.

Our common stock is subject to the “penny stock” restrictions which may cause a lack of liquidity.

SEC Rule 15g 9 establishes the definition of a “penny stock”, for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions. Our common stock will be considered a “penny stock” for the immediately foreseeable future. This classification may severely and adversely affect the market liquidity for our common stock. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker dealer approve a person’s account for transactions in penny stocks and the broker dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker dealer made the suitability determination and that the broker dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also must be made about the risks of investing in penny stocks in both public offerings and in secondary trading and commissions payable to both the broker dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker dealers may not wish to engage in the above referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock. In addition, the liquidity for our common stock may decrease, with a corresponding decrease in the price of our common stock. Our common stock, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders may find it difficult to sell their common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Corporate Headquarters

We lease a 3,367 square foot office in City of Industry, California, that serves as our principal executive offices. The lease expires in February 2021. The current monthly rent under this lease is approximately $10,200, which will increase incrementally to approximately $11,000, over the lease term.

Hong Kong Facilities

We currently rent approximately 471 square feet of office space for a satellite training center located at Room 2110, 21st Floor, 655 Nathan Road, Kowloon, Hong Kong. This lease expires in March 2019. The monthly rent for these premises is approximately $1,909.

We also rent approximately 3,000 square feet of storage space in Hong Kong, at a monthly rent of approximately $1,000. This lease expires in March 2019.

Tianquan Soda Water Production Facility

We lease approximately 40,000 square meters of land located in Baiquan, Heilongjiang Province, China, on which we constructed a bottled soda water production facility. This land lease commenced on December 31, 2009, and extends for a term of 50 years, with a yearly land use right’s fee of approximately $3,500. We are currently attempting to sell the bottled soda water production facility.

C1 Building

Until December 2015, we rented a 240 square foot office space for our operations in Taiwan and the monthly rental was $1,098. The former office was located at No. 376, Ren Ai Road, Da An District, Taipei. In December 2015, we moved to C1 Building, No. 378, Sec 6, Nanjing E. Road, NeiHu District, Taipei City 114, Taiwan (the “C1 Building”), ownership of the C1 Building having been transferred to us in October 2015, as part of a settlement agreement.

ITEM 3. LEGAL PROCEEDINGS

During the year ended March 31, 2017, all but one of our ongoing legal matters reached their final determinations. Subsequent to March 31, 2017, in December 2017, our lone remaining legal matter was settled. A description of these completed legal matters is included in Note 15 of our Consolidated Financial Statements.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

PART II

Market Information

Our common stock trades under the symbol “EFTB” on the OTC Pink, which is operated by OTC Markets Group, Inc. The following chart shows the high and low closing prices as published by OTC Pink for the periods shown below. These quotations reflect inter dealer prices, without retail mark up, mark down or commission, and may not necessarily represent actual transactions.

Three Months Ended	High		Low
March 31, 2018	$	.03	$	.02
December 31, 2017	$	.03	$	.02
September 30, 2017	$	.03	$	.02
June 30, 2017	$	.03	$	.03

March 31, 2017	$	.03	$	.02
December 31, 2016	$	.03	$	.02
September 30, 2016	$	.027	$	.02
June 30, 2016	$	.03	$	.025

March 31, 2016	$	.03	$	.03
December 31, 2015	$	.01	$	.01
September 30, 2015	$	.01	$	.01
June 30, 2015	$	.01	$	.01

Holders of our common stock are entitled to one vote per share. Our shareholders do not have preemptive rights to purchase, subscribe for, or otherwise acquire any shares of our common stock.

Holders of Common Stock

As of February 8, 2019, there were 4,917 record holders of our common stock, excluding nominees and brokers, holding 75,983,201 shares.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock. The payment of dividends on our common stock in the future will depend on our earnings, capital requirements, operating and financial condition and such other factors as our Board of Directors may consider appropriate. We currently expect to use all available funds to finance the future development and expansion of our business and do not anticipate paying dividends on our common stock in the foreseeable future.

Purchases of Equity Securities

During the year ended March 31, 2017, we did not purchase any shares of our common stock from third parties in a private transaction or in the open market. Also, during the year ended March 31, 2017, none of our officers or directors, or any of our principal shareholders, purchased any shares of our common stock on our behalf from third parties in a private transaction or as a result of purchases in the open market.

Preferred Stock

Our Articles of Incorporation, as amended, authorize our Board of Directors to issue up to 25,000,000 shares of preferred stock. It is within the discretion of our Board of Directors to issue shares of preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to holders of our common stock. The issuance of preferred stock with these rights may make the removal of our management difficult, even if the removal would be considered beneficial to our shareholders generally, and could have the effect of limiting shareholder participation in certain transactions involving our company, such as mergers or tender offers, if any such transaction is not favored by our management.

Securities Authorized for Issuance Under Equity Compensation Plans

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance
Equity compensation plans approved by security holders		-0-		-0-		-0-

Equity compensation plans not approved by security holders		-0-		-0-		-0-

Individual Compensation Arrangements		-0-		-0-		-0-

Recent Issuances of Unregistered Securities

During the three months ended March 31, 2017, we did not issue any unregistered securities.

ITEM 6. SELECTED FINANCIAL DATA

Not ~~Applicable~~applicable to a smaller reporting company.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~This ~~following management~~Management’s Discussion and ~~discussion~~Analysis of Financial Condition and ~~analysis~~Results ~~should~~of beOperations ~~read~~includes ina ~~conjunction~~number ~~with~~of ~~the~~forward-looking ~~Company~~statements that reflect our management’s current ~~financial~~views ~~statements~~with ~~and~~respect ~~the~~to ~~notes~~future ~~thereto~~events and ~~the other~~ financial ~~information~~performance. ~~appearing~~You ~~elsewhere~~can inidentify ~~this~~these ~~Report.~~statements Inby ~~addition~~forward-looking towords such ~~historical~~as ~~information~~“may,” ~~the~~“will,” ~~following~~“expect,” ~~discussion~~“anticipate,” “believe,” “estimate” ~~contains~~and ~~certain~~“continue,” ~~forward-looking~~or ~~information~~similar words. ~~See~~Those ~~“Forward-Looking~~statements ~~Statements”~~include ~~above~~statements ~~for~~regarding ~~certain~~the ~~information~~intent, ~~concerning~~belief or current expectations ~~those~~of ~~forward-looking~~us and members of our management, as well as the assumptions on which such statements are based. ~~The~~Prospective ~~Company’s~~investors ~~financial~~are cautioned that any such forward-looking statements are ~~prepared~~not inguarantees ~~U.S.~~of ~~dollars~~future performance and ininvolve ~~accordance~~risk ~~with~~and uncertainties, ~~U.S.~~and ~~GAAP~~that actual results may differ materially from those contemplated by such forward-looking statements.

~~Overview~~Readers are urged to carefully review and consider the various disclosures made by us in this Annual Report on Form 10-K and in our other periodic reports filed with the SEC. Important factors currently known to our management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for raw materials and competition.

The ~~Company~~following ~~is primarily an e-Business company designed around the “Business-to-Customer” concept, which means that the Company~~Management’s ~~products are sold~~Discussion ~~directly~~and toAnalysis ~~customers~~should ~~through~~be ~~its~~read ~~web~~in ~~site.~~conjunction ~~The~~with ~~Company’s~~our ~~“Business-to-Customer”~~Consolidated ~~model~~Financial ~~differs~~Statements ~~from~~and the ~~traditional “Business~~notes tothereto ~~Business”~~and ~~model~~the ~~where~~other ~~products~~financial information ~~are~~appearing ~~sold~~elsewhere toin ~~distributors~~this ~~who~~Annual ~~then~~Report ~~sell~~on ~~the~~Form ~~products to ultimate customers~~10-K. In addition to historical information, the ~~Company~~following ~~has~~discussion contains ~~begun~~certain toforward-looking ~~diversify~~information. ~~its~~Our ~~offerings~~Consolidated ofFinancial ~~products~~Statements ~~and~~are ~~services~~prepared in ~~the~~U.S. ~~recent~~dollars ~~past,~~and asin ~~discussed~~accordance with ~~above~~U.S. ~~in Item~~generally 1accepted ~~“Business~~accounting principles.”

13Going Concern

~~From~~Our ~~2009~~auditor ~~through~~has ~~2012,~~issued ~~the~~a ~~Company~~going ~~constructed~~concern aopinion ~~factory~~with ~~and~~respect ~~water~~to ~~plant~~our toconsolidated ~~produce~~financial ~~bottled~~statements ~~natural~~for ~~soda~~the ~~water~~years inended ~~Baiquan~~March 31, ~~Heilongjiang~~2017 ~~Province,~~and ~~China~~2016. ~~The~~We ~~bottled~~had ~~water~~a ~~factory~~negative working iscapital ~~fully~~position ~~constructed~~of $12,749,561 and ~~all~~an ~~manufacturing~~accumulated ~~equipment~~deficit ~~has~~of ~~been~~$61,442,712 ~~purchased.~~at ~~After~~March ~~obtaining~~31, ~~all~~2017. ~~the~~We ~~required~~have, ~~licenses~~in ~~and~~addition, ~~passing~~generated operating ~~ISO22000~~losses ~~requirements,~~for the ~~factory~~past ~~started~~two ~~production~~fiscal inyears. ~~April~~These ~~2013~~circumstances, ~~but~~among ~~production~~others, ~~was~~raise ~~suspended~~substantial ~~because~~doubt ~~Tianquan~~about ~~was~~our ~~sued~~ability byto continue as a ~~contractor~~going ~~who~~concern. ~~constructed~~Our consolidated financial statements do not include any adjustments that might result from the ~~water~~outcome ~~plant~~of this uncertainty. ~~The~~This ~~production~~means that there is ~~expected~~substantial doubt that we can continue as an on-going business for the next twelve months. Our ability to ~~resume~~continue as a going concern is dependent upon our ability to generate future profitable operations and/or obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. To finance our operating costs over the ~~lawsuit~~next istwelve ~~closed~~months, we intend to use our current cash on hand, sell the C1 Building in Taiwan, if possible, or by obtaining financing in the form of equity, debt or a combination thereof.

~~The Company operates through its subsidiaries and, unless otherwise noted, any reference to its operations includes the operations of its subsidiaries.~~23

~~Industry Wide Trends that are Relevant to the Company’s~~ Business Overview

~~The~~Historically, ~~nutritional~~substantially ~~supplement~~all ~~and~~of ~~cosmetic~~our ~~e-business~~sales ~~markets~~ have ~~and~~been ~~continue~~made toin ~~become~~Hong ~~increasingly~~Kong ~~competitive~~ and ~~are rapidly evolving~~China. ~~Barriers~~We ~~to entry~~ are ~~minimal. Current~~currently ~~and~~attempting ~~new~~to ~~competitors~~reverse ~~can launch new websites at~~ a ~~relatively~~six-year ~~low~~decline ~~cost. Many competitors~~ in ~~this~~sales ~~area~~caused ~~have~~by ~~greater financial,~~actions ~~technical~~of ~~and~~certain ~~marketing~~third ~~resources~~parties ~~than~~located ~~the~~in ~~Company does~~China. ~~Continued~~During ~~advancement~~the infourth ~~technology~~quarter ~~and~~of ~~increasing access to that technology is paving~~ the ~~way~~year ~~for~~ended ~~growth~~March ~~in direct marketing. The Company also faces competition for consumers from retailers~~31, ~~duty-free retailers~~2017, ~~specialty~~ ~~stores,~~our ~~department~~management ~~stores~~began ~~and~~an analysis ~~specialty and general merchandise catalogs, many~~ of ~~which~~several ~~have~~business ~~greater~~options ~~financial~~that ~~and~~could ~~marketing resources~~allow ~~than~~our ~~the~~company ~~Company~~to ~~has.~~re-establish ~~Notwithstanding~~itself ~~the~~as ~~foregoing,~~a ~~the~~respected ~~Company~~sales ~~believes~~organization ~~that it is well-positioned within~~ in the ~~Asian consumer~~China market ~~with its current plan of supplying U~~.S. ~~merchandise~~This ~~brands~~analysis toprocess ~~consumers~~is ongoing and ~~that~~is ~~its~~expected ~~exposure~~ to ~~both the Asian and American cultures gives it a competitive advantage. There can~~ be nocompleted ~~assurance~~during ~~that~~ the ~~Company~~fourth ~~will~~quarter ~~maintain~~of ~~its~~fiscal ~~competitive edge or that the Company will continue to provide solely U~~2019.~~S.-made merchandise.~~

~~The~~However, ~~Company’s~~we ~~products~~have ~~are~~begun ~~sensitive~~ to ~~business~~implement ~~and~~initial strategies ~~personal~~for ~~discretionary~~re-establishing ~~spending~~our ~~levels~~sales ~~and~~volumes. ~~tend~~These toefforts ~~decline~~are orfocused ~~grow~~on ~~more~~internet ~~slowly~~marketing ~~during~~strategies ~~economic~~that ~~downturns,~~target ~~including~~customers ~~downturns~~ in ~~any~~Hong ofKong ~~the Company’s major markets. The current worldwide downturn is expected to adversely affect the Company’s sales~~ and ~~liquidity~~China, ~~for~~ the ~~foreseeable~~markets ~~future. Although the Company has mitigated decreases~~ in ~~sales~~which bywe ~~lowering~~believe ~~its~~our ~~levels~~line of ~~inventory~~ toproducts ~~preserve~~enjoys ~~cash on hand,~~ the ~~Company~~greatest ~~does~~acceptance. ~~not~~In ~~know~~conjunction ~~when the downturn will subside and when consumer spending will increase~~with ~~from~~these ~~its~~internet ~~current~~marketing ~~depressed levels. Even if consumer spending increases~~strategies, ~~the~~we ~~Company~~are isattempting ~~not~~to ~~sure~~revive ~~when~~our ~~consumer~~once-vibrant ~~spending~~word-of-mouth ~~will~~customer ~~increase for~~referral ~~its products, which will affect its liquidity~~system.

~~The~~We ~~global~~sell ~~economy~~our isline ~~currently undergoing a period~~ of ~~unprecedented~~products ~~volatility, and the future economic environment may continue to be less favorable than that of recent~~exclusively ~~years.~~through ~~This~~our ~~has led~~website, ~~and could further lead~~www.eftb.us, to ~~reduced~~our ~~consumer spending~~Affiliates, ~~and~~who ~~which~~are ~~may~~our ~~affect~~customers, ~~adversely~~or ~~spending~~end ~~on nutritional and beauty products and other discretionary items~~users, ~~such~~of asour ~~the Company’s~~ products. InWe ~~addition,~~do ~~reduced~~not ~~consumer~~make ~~spending~~sales may force the Company and its competitors to lower prices. These conditions may adversely affect the Company’s revenues and profits. In addition, the Company expects future operations to be affected by ToByTo’s marketing and distribution of ~~EFT Phones,~~any ~~eZGT’s marketing~~ of ~~the~~our ~~travel~~products ~~program~~in ~~and~~ the ~~Company’s~~United ~~water bottling operations~~States.

Our company is a holding company and we conduct our business through our subsidiaries and, unless otherwise noted, any reference to our operations includes the operations of our subsidiaries.

Recent Developments

Evaluation of Business Options. Since 2012, our sales revenues have declined from year to year, from $13,536,120 for 2012 to $250,840 for 2017. This long-term decline is attributable primarily to unjustified actions taken and slanderous statements made by certain third parties in China that damaged our established goodwill with our network of Affiliates. We have been unable to seek redress against these persons, due to their being denizens of China. During the last fiscal quarter of the year ended March 31, 2017, our management began an analysis of several business options that could allow our company to re-establish itself as a respected sales organization in the Hong Kong and China markets. This analysis process is ongoing and is expected to be completed during the fourth quarter of fiscal 2019.

Implementation of Cost-Saving Measures. During the last fiscal quarter of the year ended March 31, 2017, our management implemented several cost-saving measures, including lowering legal expenses associated with certain lawsuits and our SEC reporting obligations.

Determination to Sell Tianquan Soda Water Production Facility. By the end of 2012, through our subsidiary, Tianquan Soda Water, we had completed construction of a production facility to produce bottled natural soda water in Baiquan, Heilongjiang Province, China. Production of our bottled water product began in April 2013, but, shortly thereafter, production was suspended indefinitely, due to issues with the production facility and the institution of a lawsuit against Tianquan Soda Water by a contractor involved in the construction of the production facility.

Results of Operations

~~Comparison~~The ~~for~~information set forth in the following table is derived from our Consolidated Statements of Operations for the ~~Years~~fiscal ~~Ended~~years ended March 31, 2017 (“Fiscal 2017”), and March 31, 2016 (“Fiscal 2016”), and ~~2015~~ summarizes changes in our operating results.

~~Sales revenue, net~~24

Sales revenues, net of commission expense, decreased to approximately $380,000 for the year ended March 31, 2016 from approximately $750,000 for the year ended March 31, 2015 primarily due to a decline in sales demand from the Company’s Affiliates. The Company’s policy is to pay commissions to its Affiliates upon receipt of the sales orders even though revenue is not recognized by the Company until later when the products are delivered. In addition, sales orders dropped from $1.3 million to $0.4 million which caused the associated commission expense to decrease to approximately $209,000 for the year ended March 31, 2016 from approximately $799,000 for the year ended March 31, 2015.

Item	Year Ended March 31, 2017			Year Ended March 31, 2016		Increase (Decrease)
Sales revenue, net	$	250,840		$	379,431	$	(128,591	)
Shipping charges		25,091			61,941		(36,850	)
Cost of sales		167,757			219,875		(52,118	)
Shipping costs		1,753			18,140		(16,387	)
Gross profit		106,421			203,357		(96,936	)
Operating expenses:
Selling, general and administrative		2,842,496			5,883,322		(3,040,826	)
Impairment of land and building		6,250,367			—		6,250,367
Provision for inventory obsolescence		47,965			25,612		22,353
Royalty expenses - related party		500,000			500,000		—
Interest income		35,093			72,915		(37,822	)
Interest expense		6,800			50,249		(43,449	)
Settlement of previously accrued interest for income tax		—			962,991		(962,991	)
Settlement of previously written-off investment		—			9,438,208		(9,438,208	)
Loss on disposal of securities available for sale		19,336			30,404		(11,068	)
Foreign exchange loss		1,760			854		906
Other income		57,611			30,652		26,959
Income tax benefit		15,927			4,079,612		(4,063,685	)
Net income (loss) attributable to EFT Holdings, Inc.	$	(9,445,018	)	$	8,306,432	$	(17,751,450	)

~~Commissions~~Sales ~~paid~~Revenue, toNet. ~~the~~Sales ~~Company’s~~revenues, ~~Affiliates~~net ~~are~~of ~~considered~~commission expense, decreased to be$250,840 for Fiscal 2017 from $379,431 for Fiscal 2016, primarily due to a ~~reduction~~continuing decline ofin ~~the~~sales ~~selling~~demand ~~prices~~from ofour ~~its~~Affiliates. ~~products~~Also, ~~and~~due ~~are~~to ~~recorded~~the asdecline ain ~~reduction~~sales of revenue, commission expense declined to $36,160 for Fiscal 2017 from $208,760 for Fiscal 2016.

~~Shipping~~Our ~~charges~~policy is to pay commissions to our Affiliates upon receipt of the sales orders, even though we do not recognize revenue until the ordered products are delivered. Commissions paid to our Affiliates are considered to be a reduction of the selling prices of our products and are, thus, recorded as a reduction of revenue.

Shipping ~~charges~~Charges. Shipping charges decreased to $6225,~~000~~091 for ~~the~~ ~~year~~Fiscal ~~ended~~2017 ~~March 31, 2016~~ from $~~218~~61,~~000~~941 for ~~the~~Fiscal ~~year ended March 31~~2016, ~~2015 mainly~~ due to ~~the~~our ~~reduction~~reduced ~~in gross~~ sales revenue.

14Cost of Sales. Cost of sales, which consists of merchandise purchased from third-party manufacturers and vendors, decreased to $167,757 for Fiscal 2017 from $219,875 for Fiscal 2016, due primarily to reductions in sales revenue, which included sales of promotional products. Further, cost of sales as a percentage of sales revenues for Fiscal 2017 was 67%, higher than that for Fiscal 2016 by 9%. This increase in cost of sales as a percentage of sales revenue is due to higher prices paid by us for our products.

~~Cost~~Shipping Costs. Shipping costs consist of freight charges from our U.S. warehouse and from our third-party manufacturers and vendors to our logistic facility in China. For Fiscal 2017, shipping costs decreased to $1,753 from $18,140 for Fiscal 2016. This decline is attributable to the reduction in sales revenue from Fiscal 2016 to Fiscal 2017.

~~Cost~~Gross ofProfit. ~~sales consists of~~Gross ~~merchandise~~profit ~~purchased~~was ~~from~~$106,421 for ~~vendors.~~Fiscal ~~Cost~~2017 ~~of sales~~compared ~~decreased~~ to ~~approximately~~ $~~220~~203,~~000~~357 for ~~the~~Fiscal ~~year~~2016. ~~ended~~Gross ~~March 31~~profit, ~~2016 from~~as ~~$315,000~~a ~~for~~percentage ~~the~~of ~~year~~total ~~ended~~sales ~~March 31~~revenue, ~~2015~~was ~~mainly~~39% ~~due~~for Fiscal 2017 compared to ~~reductions~~46% infor ~~gross~~Fiscal ~~sales~~2016. ~~and sales~~The ofdecrease ~~promotional~~in ~~products by~~gross ~~$221,000~~profit and ~~$139,000,~~gross ~~respectively. Cost~~profit ~~of sales~~ as a percentage of ~~sales~~ ~~revenues~~revenue ~~for the year ended March 31, 2016~~ was ~~58%, higher than last year by 16%, which is mainly~~ due to ~~vendor~~a ~~price~~reduction in ~~increases~~gross ~~during~~sales ~~the year~~for Fiscal 2017.

~~Shipping~~Selling, ~~costs~~General and Administrative Expenses. Selling, general and administrative expenses decreased to $2,842,496 for Fiscal 2017 compared to $5,883,322 for Fiscal 2016. The reduction in selling, general and administrative expenses for Fiscal 2017 was due primarily to the significant reduction in legal fees, as all but one of our ongoing legal proceedings came to final determinations.

Shipping costs consist of freight charges from the U.S. warehouse and/or vendors to the Company’s logistic facility in China. Shipping costs decreased to approximately $18,000 for the year ended March 31, 2016 from approximately $42,000 for the year ended March 31, 2015, mainly attributable to a reduction in gross sales during the year.25

~~Gross~~Impairment ~~profit~~of Land and Building. At March 31, 2017, we had determined that the fair value of our C1 Building in Taipei, Taiwan, had decreased significantly, due to weakness in the Taiwanese real estate market. In accordance with such determination, an asset impairment loss of $5,615,398 was recorded for Fiscal 2017. No similar item was recorded during Fiscal 2016.

~~Gross~~Impairment ~~profit~~of ~~decreased~~Water ~~to approximately~~Plant. ~~$203,000~~At ~~for the year ended~~ March 31, ~~2016~~2017, ~~compared~~we tohad ~~$611,000~~determined ~~for~~that the ~~year~~fair ~~ended~~value ~~March~~of ~~31,~~our ~~2015.~~water ~~Gross profit,~~plant asin aHeilongjiang ~~percentage~~Province, ~~of total revenue~~China, ~~was~~had ~~46%~~decreased ~~during~~significantly. In ~~the~~accordance ~~year~~with ~~ended~~such ~~March 31~~determination, ~~2016~~an ~~compared~~asset ~~with~~impairment ~~63%~~loss ~~during~~of ~~the year ended March 31~~$634,969 ~~2015.~~was ~~The~~recorded ~~decrease~~for inFiscal ~~gross~~2017. ~~profit~~No ~~and~~similar ~~gross~~item ~~profit as a percentage of revenue~~ was ~~due to a reduction~~ inrecorded ~~gross sales and the sale of promotional products~~ during ~~the~~Fiscal ~~current year~~2016.

~~Selling~~Inventory Obsolescence. Inventory obsolescence increased to $47,965 ~~general~~for ~~and~~Fiscal ~~administrative~~2017 ~~expenses~~compared to $25,612 for Fiscal 2016. During Fiscal 2017, the level of inventory obsolescence increased from Fiscal 2016, due a continued slowdown in sales of our products.

~~Selling,~~Royalty ~~general~~Expense ~~and~~– ~~administrative~~Related ~~expenses~~Party. ~~increased~~Royalty toexpense ~~approximately~~– related party for both Fiscal 2017 and Fiscal 2016 was $5500,~~883,~~000. ~~for~~All ~~the~~royalty ~~year~~expense ~~ended~~– ~~March~~related ~~31,~~party relates ~~2016~~to ~~compared~~royalties owed to ~~approximately~~EFT Assets. The $5500,~~205,123~~000 ~~for~~amount represents the ~~year~~minimum ~~ended March~~annual ~~31,~~royalty ~~2015,~~due ~~mainly~~under ~~due~~a tolicensing anagreement. Such ~~increase~~amounts inwere ~~legal~~not ~~fees,~~paid ~~which~~in ~~was~~full, ~~partially~~and ~~offset~~unpaid byamounts ~~lower~~have ~~rental~~been ~~expense~~accrued. ~~and~~See ~~wages~~Item in13. ~~the~~Certain ~~current year~~Relationships asand ~~compared~~Related ~~with~~Transactions, and ~~last~~Director ~~year~~Independence.

~~Inventory~~Interest ~~obsolescence~~Income. Interest income decreased to $35,093 for Fiscal 2017 compared to $72,915 for Fiscal 2016. Interest income decreased mainly due to a decline in the amount of our investments in corporate bonds.

~~Inventory~~Interest ~~obsolescence~~Expense. Interest expense decreased to ~~approximately~~ $266,~~000~~800 for ~~the~~Fiscal ~~year~~2017 ~~ended~~compared ~~March~~to 31$50,249 for Fiscal 2016. asThe ~~compared~~significant decrease in interest expense is primarily due to our recording of interest expense of $~~131~~50,~~000~~249 for ~~the~~Fiscal ~~year~~2016 ~~ended~~related ~~March~~to ~~31,~~an ~~2015,~~underpayment ~~mainly~~of ~~due~~tax toliabilities ~~significantly~~for our fiscal ~~lower~~years ~~amounts~~2008, of2009 ~~inventory~~and ~~either~~2010. atThis orexpense ~~nearing~~was ~~obsolescence~~reversed inafter the ~~current~~Internal ~~year~~Revenue asService ~~compared~~issued toa ~~last~~revised ~~year~~report during Fiscal 2016 that eliminated substantially all of the previously recommended adjustments and associated penalty and interest.

~~Royalty~~Settlement ~~expenses –~~of ~~related~~Previously Accrued Interest ~~party~~for Income Tax. For Fiscal 2016, we recorded $962,991 as settlement of previously accrued interest for income tax, which relates to an adjustment made by the IRS regarding the proposed audit adjustment. No similar item was recorded during Fiscal 2017.

~~Royalty~~Settlement ~~expenses~~of ~~for~~Previously ~~both~~Written-off Investment. ~~years~~Other ~~ended March~~income 31of $9,438,208 ~~2016~~was ~~and~~recorded ~~2015~~during Fiscal 2016, ~~were~~which item related to the recovery of the pre-payment for an investment in C1 Building in Taiwan in the amount of approximately $~~500~~18,200,000., ~~Royalties~~net ~~payable~~of tofees ~~EFT~~and ~~Assets~~commissions ~~are~~in ~~equal~~the amount of approximately $4,400,000, pursuant to a ~~percentage~~settlement ofagreement. ~~the~~This ~~Company~~other income item was recorded, due to this asset’s ~~gross~~having ~~sales~~been ~~based~~written-off onin ~~certain~~a ~~threshold~~prior ~~criteria,~~period. ~~with~~The subject settlement agreement was signed in October 2015 and we received a ~~minimum~~settlement payment ~~annual~~in ~~royalty~~the form of property and cash of approximately $16,500,000. ~~See~~This ~~note~~increase 7 in other income was offset by an accrual for tax risk of the sale transaction of approximately $4,400,000 related to the ~~consolidated financial~~tax ~~statements~~assessment inmade ~~this~~by ~~Annual~~the ~~Report~~government ~~for~~and ~~further~~other costs ~~information~~directly associated with the settlement.

~~Interest~~No ~~income~~similar item was recorded during Fiscal 2017.

~~Interest~~Loss ~~income~~on ~~decreased~~Disposal toof ~~approximately $73,000~~Securities Available for ~~the~~Sale. ~~year~~Loss ~~ended~~on ~~March~~disposal ~~31,~~of ~~2016~~securities asavailable ~~compared~~for tosale ~~approximately~~decreased to $~~152~~19,~~000~~336 for ~~the~~Fiscal ~~year~~2017 ~~ended~~from ~~March 31~~$30,404 ~~2015.~~for ~~Interest~~Fiscal ~~income~~2016. ~~decreased~~This ~~mainly~~decrease ~~due~~is attributable to a ~~decline~~decrease in the ~~amount~~loss ofassociated ~~investments~~with inthe ~~corporate~~liquidation ~~bonds~~of asfunds ~~compared~~held toin ~~the~~one ~~previous~~of ~~year~~our investment accounts.

~~Interest~~Other ~~expense~~Income. Other income increased to $57,611during Fiscal 2017 compared to $30,562 for Fiscal 2016. Other income increased due to increased sales of expired products.

~~Interest~~Income ~~expenses~~Tax ~~decreased~~Expenses to(Benefit). ~~approximately~~In ~~$50~~December 2013,~~000~~ ~~for~~ the ~~year~~IRS ~~ended~~concluded ~~March~~its ~~31,~~audit ~~2016~~of asour ~~compared~~company totax ~~approximately~~returns ~~$158,000~~ for the ~~year~~years ~~ended~~2007 ~~March~~through ~~31,~~2010 ~~2015.~~and ~~The~~issued ~~significant~~an examination ~~decrease~~report inthat ~~interest~~proposed ~~expense~~adjustments isof ~~mainly~~approximately ~~due~~$12.3 tomillion ~~the Company’s recording~~ of ~~interest~~additional ~~expense~~tax ofliabilities ~~$150,000~~for in the ~~year~~years ~~ended~~2008 ~~March~~through 2010. ~~31,~~As ~~2015~~a ~~related~~result toof anthis ~~underpayment~~report, ofwe ~~tax~~increased ~~liabilities~~our ~~for~~income ~~the~~tax ~~years~~liability ~~2008~~ to ~~2010~~approximately $8.6 ~~This~~million ~~expense~~during ~~was~~the ~~reversed~~quarter ~~after~~ended ~~the Internal~~December ~~Revenue~~31, ~~Service~~2013. ~~issued~~Even athough ~~revised~~we ~~report~~increased ~~during~~our ~~the~~income ~~year~~tax ~~that~~provision ~~eliminated~~as ~~substantially~~a ~~all~~result of ~~the~~this ~~previously~~IRS ~~recommended~~report, ~~adjustments and~~we ~~associated~~continued ~~penalty~~to ~~and~~challenge ~~interest~~the IRS’s findings.

~~Settlement~~After reviewing further information provided by us subsequent to the issuance of its original report, the IRS reversed its position on a major issue and issued a revised report which significantly reduced the amount of tax we owed. We then revised our provision for income taxes and reversed approximately $4.1 million of the original provision recorded previously. ~~written-off~~Accordingly, income tax benefit of $4,079,612 was recorded for Fiscal ~~investment~~2016.

Other income of approximately $9,438,000 was recorded in March 2016 related mainly to the recovery of the prepayment for the investment in Taiwan in the amount of approximately $18,200,000, net of fees and commissions in the amount of approximately $4,400,000, pursuant to the settlement agreement with Meifu and TransGlobe. This asset had been previously written off. The settlement agreement was signed in October 2015 and the Company received a settlement payment from Meifu and TransGlobe in the form of property and cash of approximately $16,500,000 for settling its claim in Taiwan. This increase in other income was offset by an accrual for tax risk of the sale transaction of approximately $4,400,000 related to the tax assessment received by the government and other costs directly associated with the settlement.26

For Fiscal 2017, the Internal Revenue Service has abated the Company’s tax penalty for 2008 of $19,785 as part of a settlement agreement whereby the Company has agreed to pay the 2009 penalty and interest. Accordingly, income tax benefit of $15,927 was recorded.

~~Loss~~Liquidity onand ~~disposal~~Capital ~~of securities available for sale~~ Resources

The ~~Loss~~information onset ~~disposal~~forth ofin ~~securities available for sale decreased to approximately $30,000 for~~ the ~~year~~following table ~~ended~~is ~~March~~derived ~~31, 2016~~ from ~~approximately~~ ~~$53,000~~our ~~for the~~Consolidated ~~year~~Statements ~~ended~~of ~~March~~Cash ~~31,~~Flows ~~2015~~for ~~mainly~~Fiscal ~~due~~2017 toand aFiscal ~~decrease~~2016, inand ~~the~~summarizes ~~loss~~our ~~associated~~sources ~~with~~and (uses) ~~the liquidation~~ of ~~funds held in one of the Company’s investment accounts~~cash.

Gain on sales of long-term investment

	Year Ended March 31,
	2017			2016
Net cash provided by (used in) operating activities	$	(5,006,500	)	$	10,669,460
Net cash provided by (used in) investing activities		1,790,757			(9,005,336	)
Net cash provided by (used in) financing activities		424,192			(481,352	)
Effect of exchange rate changes on cash		139,651			(87,701	)
Net increase (decrease) in cash	$	(2,651,900	)	$	1,095,071

~~The~~Cash ~~gain~~Flows onFrom ~~sales~~Operating ofActivities. For ~~long-term~~Fiscal ~~investment~~2017, ~~for~~our ~~the~~operating ~~year~~activities ~~ended March~~used 31$5,006,500 ~~2016~~in ~~was~~cash ~~nil~~primarily asdue ~~compared~~ to ~~approximately~~our net loss of $~~2.4~~9,453,672 ~~million~~adjusted ~~for~~by ~~the~~non-cash related ~~year~~expenses ~~ended~~that ~~March~~included ~~31,~~depreciation ~~2015~~expense of $195,039, ~~which~~losses isrealized ~~mainly~~from ~~due~~sales toof ~~the~~ securities available for sale inof $19,336, ~~the~~a ~~prior~~provision ~~year~~for byinventory ~~the~~obsolescence ~~Company~~of $47,965, impairment loss of ~~CTX~~$6,250,367 ~~shares~~and ~~that~~a ~~the~~net ~~Company~~decrease ~~had~~in ~~previously~~working ~~written~~capital items ~~off~~of $2,065,535.

~~Other~~For Fiscal 2016, our operating activities provided $10,669,460 in cash, due primarily to net income of $8,297,294 adjusted by non-cash related expenses that included depreciation expense of $177,442, loss on disposal of fixed assets of $11,432, losses realized from sales of securities available for sale of $30,404, a provision for inventory obsolescence of $25,612 and a net increase in working capital items of $7,418,064, which were offset by the settlement of previously accrued income tax, penalty and interest of $5,290,788.

~~Other~~Cash ~~income~~Flows ~~decreased~~From toInvesting ~~$31,000 for the~~Activities. ~~year~~For ~~ended~~Fiscal ~~March 31~~2017, ~~2016~~our asinvesting ~~compared~~activities toprovided ~~approximately~~$1,790,757 in cash. $~~167~~1,000,000 ~~for~~of ~~the~~such ~~year~~amount ~~ended~~was ~~March~~the ~~31,~~return ~~2015~~of ~~due~~an advance made to aour ~~decrease~~President induring the ~~sale~~ last quarter of ~~expiring~~Fiscal ~~products~~2016. ~~during~~The proceeds from the ~~year~~sales of corporate bonds provided cash of $797,650 for investing activities.

~~Income~~For ~~tax~~Fiscal ~~expenses~~2016, ~~(benefit)~~our investing activities used $9,005,336 in cash, primarily due to a property transfer of $9,300,890 pursuant to a settlement agreement, which was partially offset by the proceeds from the sales of corporate bonds of $1,342,339.

InAlso, ~~December~~in ~~2013~~February 2016, ~~the~~we ~~IRS~~advanced ~~concluded its~~$1,000,000 ~~audit~~to ofour ~~the~~President ~~Company’s returns~~ for the ~~years~~prepayment ~~2007 through 2010 and issued an examination report that proposed adjustments~~ of ~~$12.3~~certain ~~million~~anticipated ofbusiness ~~additional~~development ~~tax~~expenses ~~liabilities~~related ~~for~~to ~~the~~activities ~~years~~planned ~~2008~~by ~~through 2010~~our company. AsThe ~~a result of this report~~$1,000,0000 ~~the~~advance ~~Company~~was ~~increased its~~returned ~~income tax liability~~ to ~~$8.6~~us ~~million~~ during the first quarter ~~ended~~of ~~December~~Fiscal 312017, ~~2013.~~when ~~Even~~it ~~though~~was ~~the~~determined ~~Company~~that ~~increased its income~~none ~~tax provision as a result~~ of ~~this~~the ~~report,~~previously ~~the~~anticipated ~~Company~~expenses ~~continued~~were to ~~challenge~~be ~~the IRS findings~~incurred.

~~After~~Cash ~~receiving~~Flows ~~further~~From ~~information~~Financing ~~from~~Activities. ~~the~~For ~~Company~~Fiscal ~~subsequent~~2017, toour ~~the~~financing ~~issuance~~activities ofprovided ~~its original report~~$424,192 ~~the~~in ~~IRS~~cash. ~~reversed~~Our ~~its~~repayment ~~position~~of on$258,308 of a ~~major~~short-term ~~issue~~loan ~~and~~for ~~has~~financing of ~~issued~~our ~~a revised~~current ~~report~~year ~~which~~directors’ ~~significantly~~and ~~reduced~~officers’ ~~the~~liability ~~amount~~insurance ofpolicy ~~tax~~was ~~the~~offset ~~Company~~by ~~owes.~~an ~~Accordingly,~~increase ~~the~~in ~~Company~~related-party payables ~~has~~by ~~revised~~$682,500. ~~its~~For ~~provision for~~more ~~income~~information ~~taxes~~about ~~and~~the ~~has~~insurance ~~reversed~~policy, ~~$4.1~~please ~~million~~see ofNote ~~the~~11 ~~original~~in ~~provision~~the ~~recorded~~accompanying ~~previously~~consolidated financial statements.

For ~~Income~~Fiscal ~~tax benefit was approximately $4~~2016,~~100,000~~ ~~for~~our ~~the~~financing ~~year~~activities used ~~ended March 31, 2016 compared to income tax expense of approximately~~ $8481,~~800~~352 ~~for~~in ~~the year ended March 31~~cash, ~~2015. The change was mainly~~ due to the ~~reversal~~repayment of ~~accrued~~a ~~tax~~short-term ~~liabilities~~ loan for ~~the~~financing ~~years~~a ~~2008~~directors’ toand ~~2010~~officers’ asliability insurance ~~confirmed by the final report received from the IRS in September 2015~~policy.

~~Loss~~Working Capital (Deficiency). The information set forth in the following table is derived from ~~disposal~~our ofConsolidated ~~Excalibur~~Balance Sheets at March 31, 2017 and 2016, and summarizes our working capital position.

The Company recorded a loss of approximately $2,623,000 in the year ended March 31, 2015 due to the approximately $9.7 million loss arising from the write-off of the Company’s total receivable from Excalibur International Marine Corporation, “Excalibur”, a company in which the Company previously had a 48.81% equity interest. The loss was offset by an approximately $7 million gain resulting from the deconsolidation of Excalibur arising from the Company’s loss of its shareholding rights in Excalibur. Excalibur was deconsolidated from the Company’s consolidated accounts effective October 1, 2014.27

Capital Resources and Liquidity

	As at March 31, 2017			As at March 31, 2016
Current assets	$	1,256,490		$	6,410,622
Current liabilities		(14,006,051	)		(16,184,919	)
Working capital (deficiency)	$	(12,749,561	)	$	(9,774,297	)

~~The~~Historically, ~~following~~cash ~~table~~and ~~reflects~~cash ~~the Company’s~~equivalents and securities available for sale have been our primary sources~~/uses~~ of liquidity. However, we believe our existing cash and cash equivalents will not be sufficient to meet our working capital requirements for the ~~two~~next ~~years~~12-month ~~ended~~period, ~~March~~unless 31we are able to sell our building located in Taipei, ~~2016~~Taiwan, ~~and~~which ~~2015~~was received as part of a settlement agreement. We recently began the efforts necessary to sell this property.

	Year Ended March 31,
	2016			2015
Net cash provided by/(used in) operating activities	$	10,669,460		$	(1,621,106	)
Net cash provided by/(used in) investing activities		(9,005,336	)		2,560,447
Net cash used in financing activities		(481,352	)		(447,455	)
Effect of exchange rate changes on cash		(87,701	)		70,503
Net increase in cash	$	1,095,071		$	562,389

Our overall working capital position worsened from March 31, 2016, to March 31, 2017, from a working capital deficiency of $9,774,297 at March 31, 2016, to a working capital deficiency of $12,749,561 at March 31, 2017. This worsening in our working capital deficiency was the result of a decrease in cash and cash equivalents.

~~Operating~~We ~~activities:~~cannot assure you that we will be able to obtain further funds required for our continued working capital requirements. Our ability to meet our financial obligations and commitments will depend primarily upon the continued financial support of our directors and shareholders, potential issuances of equity to new shareholders and our ability to re-establish and maintain profitable operations, of which there is no assurance.

~~During~~Our auditor has issued a going concern opinion with respect to our consolidated financial statements for the ~~year~~years ended March 31, 2017 and 2016,. ~~net~~This means that there ~~cash~~is ~~provided~~substantial bydoubt ~~operating~~that ~~activities~~we ~~was~~can ~~$10,669,460.~~continue ~~This~~as ~~was~~an ~~primarily~~on-going ~~due~~business tofor ~~net~~the ~~income~~next oftwelve ~~$8,297,294~~months. ~~adjusted~~Our byability ~~non-cash related~~to ~~expenses~~continue ~~that~~as ~~included~~a ~~depreciation~~going concern ~~expense~~is ofdependent ~~$177,442,~~upon ~~loss~~our onability ~~disposal~~to ofgenerate ~~fixed~~future ~~assets~~profitable ~~$11,432,~~operations ~~losses~~and/or ~~realized~~obtain ~~from sales~~the ofnecessary ~~securities~~financing ~~available~~to ~~for~~meet ~~sale~~our obligations ofand ~~$30,404,~~repay aor ~~provision~~liabilities ~~for~~arising ~~inventory~~from ~~obsolescence~~normal ofbusiness ~~$25,612~~operations ~~and~~when athey ~~net~~come ~~decrease~~due. inTo ~~working~~finance our operating costs ~~capital~~over ~~items~~the ofnext $7twelve months,~~418,064,~~ ~~which~~we ~~were~~intend ~~offset~~to byuse our current cash on hand, sell the ~~settlement~~C1 ofBuilding ~~previously~~in ~~accrued~~Taiwan, ~~income~~if ~~tax~~possible, ~~penalty~~or ~~and~~by ~~interest~~obtaining financing in the form of $5equity,~~290,788~~ debt or a combination thereof.

16Capital Expenditures

During ~~the~~Fiscal ~~year~~2017 ~~ended~~and ~~March~~Fiscal 312016, ~~2015,~~we ~~net~~made ~~cash~~no ~~used~~material in operating activities was $1,621,106. This was primarily due to a net loss from continuing operations of $2,713,545. The net loss from continuing operations was further adjusted by non-cash related expenses that included depreciation of $186,948, provision of inventory obsolescence of $130,787, losses realized from sales of securities available for sale of $53,398 and a net decrease in working capital ~~items of $722,992~~expenditure.

~~Investing~~Currently, ~~activities:~~we do not have any commitments for any material capital expenditures, nor do we have any commitments or arrangements from any person to provide our company with any additional capital.

Net cash used in investing activities for the year ended March 31, 2016 was $9,005,336 primarily due to the property transfer from Meifu of $9,300,890 pursuant to the settlement agreement, which was partially offset by the proceeds from the sales of corporate bonds of $1,342,339.

In February 2016, the Company advanced $1 million to President Jack Qin for the prepayment of business development activities planned by the Company. There was no such transaction during the year ended March 31, 2015.

Net cash provided by investing activities for the year ended March 31, 2015 was $2,560,447, primarily due to proceeds from the sales of corporate bonds of $5,862,107 and proceeds from the disposal of fixed assets of $19,952, which were partially offset by the purchase of $3,321,612 of corporate bonds.

Financing activities:

Net cash used in financing activities for the years ended March 31, 2016 and 2015, was $481,352 and $447,455, respectively, due to the repayment of a short-term loan for financing the Company’s directors’ and officers’ liability insurance policy. For more information please see Note 13 to the consolidated financial statements in this report.

Working Capital:

	March 31, 2016			March 31, 2015
Current assets	$	6,410,622		$	5,655,514
Current liabilities		(16,184,919	)		(14,427,021	)
Working capital / (deficiency)	$	(9,774,297	)	$	(8,771,507	)

Historically, cash and cash equivalents and securities available for sale have been the Company’s primary sources of liquidity. The Company believes its existing cash and cash equivalents will not be sufficient to meet its working capital requirements for the next 12-month period unless the Company is able to sell the C1 Building in Taiwan which was received as part of the settlement with Meifu. The Company plans to actively pursue the sale of this asset when the real estate market improves in Taiwan, which should provide future liquidity to the Company. The Company’s overall working capital position changed to a deficiency of $9.8 million at March 31, 2016 compared to a deficiency of $8.8 million at March 31, 2015 as a result of accruals for commission of $1.6 million and tax risk of $4.4 million related to the settlement agreement of the investment in Taiwan, offset by the reversal of more than $5.2 million of tax liabilities associated with the final report received from the IRS in September 2015.

There is no assurance that the Company will be able to obtain further funds required for its continued working capital requirements. The ability of the Company to meet its financial obligations and commitments will depend primarily upon the continued financial support of its directors and shareholders, the continued issuance of equity to new shareholders, and its ability to achieve and maintain profitable operations.

There is substantial doubt about the Company’s ability to continue as a going concern as the continuation of the Company’s business is dependent upon obtaining further long-term financing. The issuance of additional equity securities by the Company could result in a significant dilution of the equity interests of its current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments.

Balance Sheet Items

Material changes in the Company’s balance sheet items between March 31, 2016 and March 31, 2015 are discussed below:

Securities Available for Sale

Securities available for sale decreased to $810,344 for the year ended March 31, 2016 compared to $2,132,397 for the year ended March 31, 2015, as the Company sold certain securities to fund operations.

Inventories

Inventory decreased to $221,439 at March 31, 2016 compared to $303,848 at March 31, 2015 due to the sale of overstocked or products nearing expiration during the year to third parties, since the Company only orders products on an “as needed” basis to avoid overstocking and lower inventory levels are adequate to meet the current demand.

Property and Equipment

Property and equipment increased to $10,129,691 for the year ended March 31, 2016 compared to $894,129 for the year ended March 31, 2015, as a result of additional property in the amount of approximately $9,300,000 transferred by Meifu for settling the Company’s claim in Taiwan and scheduled depreciation expense being recorded.

Related Party Receivable

In February 2016, the Company advanced $1,000,000 to President Jack Qin related to the prepayment of expenses for business development activities planned by the Company. The advance was repaid to the Company in June 2016.

Accounts Payable

Accounts payable increased to $2,138,078 at March 31, 2016 compared to $980,045 at March 31, 2015, mainly due to an increase in legal fees for the year ended March 31, 2016 compared to the year ended March 31, 2015.

Related Party Payable

Related party payable increased to $97,500 at March 31, 2016 compared to $93,750 at March 31, 2015, mainly due to an increase in consultant fees payable to JFL Capital for the year ended March 31, 2016 compared to the year ended March 31, 2015.

Commission Payable

Commission payable slightly decreased to $3,682,236 at March 31, 2016 compared to $3,785,004 at March 31, 2015 due to lower commissions earned by Affiliates this year compared to last year.

Contingent Liabilities

Contingent liabilities slightly decreased to $205,087 at March 31, 2016 compared to $214,019 at March 31, 2015 mainly due to the effect of exchange rate changes.

Other Liabilities

Other liabilities increased to $6,601,774 at March 31, 2016 compared to $5,874,187 at March 31, 2015. The increase was mainly due to an accrual of mediator’s commission of $1,583,740 related to the negotiation with Meifu and TransGlobe for the settlement of the investment in Taiwan and an accrual for tax risk of the sale transaction of approximately $4,400,000 as part of settlement. The increase was offset by the reversal of approximately $5.3 million of accrued income tax liabilities as a result of the IRS’s final tax assessment.

Unearned Revenue

Unearned revenue slightly increased to $3,201,936 at March 31, 2016 compared to $3,198,776 at March 31, 2015. The recording of unearned revenue results from temporary delays associated with the recognition of revenue related to the sale of products or services to Affiliates.

Non-controlling interest

This item represents the interest in Digital owned by others. Non-controlling interest increased from $49,522 at March 31, 2015 to $58,660 at March 31, 2016 because Digital recorded a loss during the year ended March 31, 2016.

Investment

The Company lent $5,000,000 to CTX Virtual Technologies Inc., “CTX,” in July 2010. The loan to CTX was unsecured, bore interest at 8% per year and had a term of one year to July 26, 2011. At any time during the one-year term, the Company could, at its option, convert the loan into 8,474,576 units, with each unit consisting of one share of CTX’s common stock and one warrant, to be increased by 25% to 10,593,220 units if CTX common stock was not listed on any of the American Stock Exchange, the OTC Bulletin Board or NASDAQ by February 28, 2011. On March 12, 2011, CTX elected to convert the full amount of $5,000,000 into 10,593,220 units and paid the Company in full for all accrued and unpaid interest that it owed to the Company.

From May 2011, the Company’s Taiwan subsidiary EFT Investment entered into agreements to secure an option to invest in a real estate project in Taiwan. As of March 31, 2014, option payments of NTD 600 million, or approximately US$20.8 million, have been made to the property developers. As required by U.S. GAAP, the Company performed an impairment analysis related to the prepayment on development in progress asset and recorded an impairment of approximately $8,966,000 related to this asset based on this analysis for the year ended March 31, 2014. The Company performed a similar analysis for the year ended March 31, 2013 and recorded an impairment of approximately $11,227,000. On October 15, 2015, the Company reached a settlement agreement with Meifu and TransGlobe. Pursuant to the settlement agreement, EFT Investment received an office building and associated land with fair market value of approximately NTD 305 million (approximately $9.3 million) and cash of approximately NTD 153 million (approximately $4.7 million) from Meifu and cash approximately NTD 76 million (approximately $2.3 million) from TransGlobe. The Company recorded a gain of $9.4 million from this settlement, net of all related settlement charges, commissions and fees, for the year ended March 31, 2016. As part of the settlement agreement, the Company agreed that it would pay Meifu up to NTD 130 million (approximately $4 million) and pay TransGlobe up to NTD 13.5 million (approximately $0.4 million) if a certain tax return is not refunded from the government.

The Company also bought securities available for sale to earn interest, and has invested $0.8 million in such securities at March 31, 2016.

The unused cash and cash equivalents of $3.4 million at March 31, 2016 will be used in the Company’s daily operations. The Company has no unused lines of credit or other borrowing facilities.

Commitments for Capital Expenditures

Except as otherwise disclosed herein, the Company does not have any commitments for any material capital expenditures. The Company does not have any commitments or arrangements from any person to provide it with any additional capital.

Except as disclosed in Item 1A or this Item 7, the Company does not know of any trends or demands that affected, or are reasonably likely to affect, its capital resources or liquidity.

Off-Balance Sheet Arrangements

~~The~~We ~~Company~~do ~~does~~ not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on ~~its~~our financial condition.

~~Significant~~Recent Accounting ~~Policies/Recent Accounting~~ Pronouncements

~~See~~In ~~Note~~July 22015, FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”. This ASU applies to inventory that is measured using the ~~Consolidated~~first-in, ~~Financial~~first-out ~~Statements~~(“FIFO”) ~~contained~~or inaverage ~~Item~~cost 8method. ~~for~~Under athe ~~description~~updated guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the ~~Company’s~~estimated ~~significant~~selling ~~accounting~~price ~~policies~~in the ordinary course of business, less reasonably predictable costs of completion, disposal and ~~recent~~transportation. ~~accounting~~Subsequent ~~pronouncements~~measurement is unchanged for inventory that is measured ~~which~~using ~~have~~the last-in, first-out (“LIFO”) or ~~potentially~~retail ~~may~~inventory ~~have~~method. This ASU is effective for annual and interim periods beginning after December 15, 2016, and should be applied prospectively with early adoption permitted at the beginning of an interim and annual reporting period. The adoption of this guidance is not expected to have a material impact on ~~its~~our ~~financial~~Consolidated ~~statements~~Financial Statements and related disclosures.

~~Critical~~In ~~Accounting~~February ~~Policies~~2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this guidance, lessees will be required to recognize on the balance sheet a lease liability and ~~Estimates~~a right-of-use asset for all leases, with the exception of short-term leases. The lease liability represents the lessee’s obligation to make lease payments arising from a lease, and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard also requires a lessee to recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Early adoption is permitted. We are currently evaluating the effects that the adoption of ASU 2016-02 will have on our consolidated financial statements.

The Company’s financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions. The Company believes that the following are some of the more critical judgment areas in the application of its accounting policies that currently affect its financial condition and results of operations.28

~~Going~~In ~~Concern~~March 2016, FASB issued ASU 2016-08, “Revenue from Contract with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”. The core principle of this ASU is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The intention of this ASU is to improve the operability and understandability of the implementation guidance on principal versus agent considerations. This ASU is effective for annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted, but not earlier than annual and interim periods beginning on or after December 15, 2016, for public entities. We are currently evaluating the potential impact of adopting this new standard on our consolidated financial statements and related disclosures.

~~The~~In ~~accompanying~~May ~~financial statements~~2016, ~~have~~FASB ~~been~~issued ~~prepared~~ASU ~~assuming~~2016-12, ~~that~~“Revenue from ~~the~~Contracts ~~Company~~with ~~will~~Customers ~~continue~~(Topic as606) a- ~~going~~Narrow-Scope ~~concern~~Improvements and Practical Expedients”. The ~~Company~~update ~~has~~is ~~negative~~to ~~working~~address ~~capital~~certain issues identified by the FASB/IASB Joint Transition Resource Group for Revenue Recognition (TRG) in the guidance on assessing collectability, presentation of $9sales taxes,~~774~~ noncash consideration,~~297~~ and ancompleted ~~accumulated~~contracts ~~deficit~~and ofcontract ~~$51,997,694~~modifications at ~~March~~transition, the 31Board decided to add a project to its technical agenda to improve Topic 606, ~~2016. In~~Revenue ~~addition~~from Contracts with Customers, by reducing: 1) the ~~Company~~potential ~~has~~for ~~generated~~diversity in practice at initial application and 2) the cost and complexity of applying Topic 606 both at ~~operating~~transition ~~losses~~and ~~for~~on an ongoing basis. The amendments in this Update affect entities with transactions included within the ~~past~~scope of ~~two~~Topic ~~years~~606. ~~These~~The ~~circumstances,~~scope ~~among~~of ~~others,~~that ~~raise~~Topic ~~substantial~~includes ~~doubt~~entities ~~about~~that enter into contracts with customers to transfer goods or services (that are an output of the ~~Company~~entity’s ~~ability~~ ordinary activities) in exchange for consideration. The amendments to ~~continue~~the asrecognition and ameasurement ~~going~~provisions ~~concern~~of Topic 606 also affect entities with transactions included within the scope of Topic 610, Other Income. The amendments in this Update affect the guidance in Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). The ~~financial~~effective ~~statements~~date doand ~~not~~transition ~~include~~requirements for the amendments in this Update are the same as the effective date and transition requirements for Topic 606 (and any ~~adjustments~~other ~~that~~Topic ~~might~~amended ~~result~~by Update 2014-09). Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 ~~outcome~~by one year. The adoption of this ~~uncertainty~~guidance is not expected to have a material impact on our Consolidated Financial Statements and related disclosures.

~~Securities~~In ~~Available~~September 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This guidance clarifies the presentation requirements of eight specific issues within the statement of cash flows. The new guidance is effective for ~~Sale~~fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on our financial statements, as our treatment of the relevant affected items within our consolidated statement of cash flows is consistent with the requirements of this guidance.

~~The~~In ~~Company’s~~December ~~investments~~2017, inthe ~~corporate bonds~~SEC ~~are~~released ~~classified~~Staff Accounting asBulletin ~~available~~No. ~~for~~118 ~~sale~~(the ~~and are reported at fair value~~“Bulletin”), ~~based~~which onprovides ~~quoted~~accounting ~~prices~~guidance ~~and~~regarding ~~market~~accounting ~~prices,~~for ~~using~~income ~~the~~taxes ~~specific~~for ~~identification~~the ~~method.~~reporting ~~Unrealized~~period ~~gains~~that ~~and~~includes ~~losses,~~the ~~net~~enactment of ~~taxes,~~the ~~are~~Tax ~~reported as a component of stockholders’ equity~~Act. ~~Realized~~ ~~gains~~The ~~and~~Bulletin ~~losses~~provides onguidance ~~investments~~in ~~are~~those ~~included~~situations inwhere the ~~investment~~accounting ~~and~~for ~~other~~certain income, ~~net~~tax ~~when~~effects ~~realized.~~of ~~Any~~the ~~impairment~~Tax ~~loss~~Act ~~to reduce~~will anbe ~~investment’s~~incomplete ~~carrying~~by ~~amount~~the totime ~~its~~financial ~~fair~~statements ~~market~~are ~~value~~issued isfor the ~~recognized~~reporting asperiod anthat ~~expense~~includes ~~when~~the aenactment ~~decline~~date. inFor ~~the~~those ~~fair~~elements ~~market value~~ of anthe ~~individual~~Tax ~~security~~Act ~~below~~that ~~its~~cannot ~~cost~~be orreasonably ~~carrying~~estimated, no ~~value~~effect iswill ~~determined to~~ be ~~other than temporary~~recorded.

19The SEC has provided in the Bulletin that in situations where the accounting is incomplete for certain effects of the Tax Act, a measurement period which begins in the reporting period that includes the enactment of the Tax Act and ends when the entity has obtained, prepared and analyzed the information is needed in order to complete the accounting requirements. The measurement period shall not exceed one year from enactment.

~~Long~~In February 2018, the FASB issued ASU 2018-~~Lived~~02, ~~Assets~~“Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This guidance is effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The amendments in ASU 2018-02 should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The adoption of this guidance is not expected to have a material impact on our Consolidated Financial Statements and related disclosures.

The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC Topic 360. ASC Topic 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the asset’s carrying amount. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.29

~~Revenue/Unearned~~There ~~Revenue~~are no other new accounting pronouncements adopted or enacted during the year ended March 31, 2017, that had, or are expected to have, a material impact on our consolidated financial statements.

~~The~~Critical ~~Company’s revenue recognition policy is in accordance with the requirements of Staff~~ Accounting Bulletin, “SAB,” No. 104, Revenue Recognition, “SAB 104,” ASC Topic 605, Accounting for Consideration Given by a Vendor to a Customer, Including a Reseller of the Vendor’s Products, and other applicable revenue recognition guidance and interpretations. Sales revenue is recognized when a formal arrangement exists with the customers, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all relevant criteria for revenue recognition are satisfied are recorded as unearned revenue which is recorded as a liability until the products are delivered. Sales are recorded when the products are received by Affiliates and risk of ownership has passed.Policies

~~The~~Our ~~Company~~consolidated ~~pays~~financial ~~commissions~~statements ~~to the Affiliates~~ are based ~~upon,~~on ~~among other things, their purchases from~~ the ~~Company~~selection and ~~purchases~~application byof ~~other~~significant ~~Affiliates~~accounting ~~who~~policies, ~~were~~which ~~recommended~~require management to ~~the~~make ~~Company.~~significant ~~Commissions~~estimates ~~paid~~and toassumptions. ~~the~~We ~~Company’s~~believe ~~Affiliates~~that ~~are~~the ~~considered~~following toare besome ~~a reduction~~ of the ~~selling~~more ~~prices~~critical ofjudgment ~~its~~areas ~~products,~~in ~~and~~the ~~are~~application ~~recorded as a reduction~~ of ~~revenue. The~~our ~~Company’s~~accounting policies ~~policy~~that iscurrently toaffect ~~pay~~our ~~out~~financial ~~commission~~condition toand ~~Affiliates~~results ~~upon receipt~~ of ~~sales orders even before revenue can be recognized~~operations.

~~Foreign~~Securities ~~Currency~~Available ~~Translation~~for Sale. Our investments in corporate bonds are classified as available for sale and are reported at fair value, based on quoted prices and market prices, using the specific identification method. Unrealized gains and losses, net of taxes, are reported as a component of stockholders’ equity. Realized gains and losses on investments are included in investment and other income, net when realized. Any impairment loss to reduce an investment’s carrying amount to its fair market value is recognized as an expense when a decline in the fair market value of an individual security below its cost or carrying value is determined to be other than temporary.

~~The~~Long-Lived ~~Company’s~~Assets. ~~reporting~~We ~~currency~~periodically isevaluate the ~~U.S.~~carrying ~~dollar.~~value ~~The~~of ~~Company’s~~long-lived ~~operations~~assets into ~~China,~~be ~~Hong~~held ~~Kong~~ and ~~Taiwan~~used ~~use~~in ~~their~~accordance ~~local~~with ~~currencies~~ASC asTopic ~~their functional currency~~360. ~~The~~ASC ~~financial~~Topic ~~statements~~360 ofrequires impairment ~~the~~losses ~~Company’s~~to ~~subsidiaries~~be ~~are~~recorded ~~translated~~on ~~into~~long-lived ~~U.S.~~assets ~~Dollars,~~used ~~“USD,”~~ in ~~accordance~~ ~~with~~operations ~~ASC~~when ~~Topic~~indicators ~~830,~~of ~~Foreign~~impairment ~~Currency~~are ~~Translation.~~present ~~According~~and tothe ~~ASC~~undiscounted cash ~~Topic~~flows ~~830,~~estimated ~~all~~to ~~assets~~be ~~and~~generated ~~liabilities~~by ~~are~~those ~~translated at~~assets ~~the~~are ~~year-end~~less ~~current~~than ~~exchange~~the ~~rate, stockholders~~asset’s ~~equity~~carrying ~~items~~amount. ~~are~~In ~~translated~~that atevent, ~~the~~a ~~historical~~loss ~~rates and income statement~~is ~~items~~recognized ~~are~~based ~~translated~~on at the ~~average~~amount ~~exchange~~by ~~rate~~which ~~for~~ the ~~period.~~carrying ~~The~~amount ~~resulting~~exceeds ~~translation~~the ~~adjustments~~fair ~~are~~market ~~reported~~value ~~under~~of ~~other comprehensive~~the ~~income~~long-lived inassets. ~~accordance~~Loss ~~with~~on ~~ASC~~long-lived assets ~~Topic~~to ~~220,~~be ~~Reporting~~disposed ~~Comprehensive~~of ~~Income~~is asdetermined in a ~~Component~~similar ofmanner, ~~Stockholders’~~except ~~Equity. Foreign~~that ~~exchange~~fair ~~transaction~~market ~~gains~~values ~~and losses~~ are ~~reflected~~reduced infor the ~~income~~cost ~~statement~~of disposal.

~~Income~~Revenue/Unearned ~~Taxes~~Revenue. Our revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin, “SAB,” No. 104, Revenue Recognition, “SAB 104,” ASC Topic 605, Accounting for Consideration Given by a Vendor to a Customer, Including a Reseller of the Vendor’s Products, and other applicable revenue recognition guidance and interpretations. Sales revenue is recognized when a formal arrangement exists with the customers, the price is fixed or determinable, the delivery is completed, no other significant obligations of our company exist and collectability is reasonably assured. Payments received before all relevant criteria for revenue recognition are satisfied are recorded as unearned revenue which is recorded as a liability, until the products are delivered. Sales are recorded when the products are received by Affiliates and risk of ownership has passed.

~~The~~We ~~Company~~pay ~~uses~~commissions ~~the~~to ~~asset~~our ~~and~~Affiliates ~~liability~~based ~~method of accounting for income taxes. Under this method~~upon, ~~income~~among ~~tax~~other ~~expense is recognized for the amount of taxes payable or refundable for the current year. In addition~~things, ~~deferred~~their ~~tax~~purchases ~~assets~~from ~~and~~us ~~liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting~~ and ~~tax~~purchases ~~bases~~by ofother ~~assets~~Affiliates ~~and~~who ~~liabilities~~were ~~and~~recommended ~~for~~to ~~operating~~us ~~losses~~by ~~and~~such ~~tax~~Affiliates. ~~credit~~Commissions ~~carry-forwards.~~paid ~~Management must make assumptions, judgments and estimates~~ to ~~determine~~our ~~the~~Affiliates ~~current~~are ~~provision~~considered ~~for income taxes and the deferred tax assets and liabilities and any valuation allowance~~ to be ~~recorded against~~ a ~~deferred~~reduction ~~tax~~of ~~asset. Management’s judgments, assumptions and estimates relative to~~ the ~~current~~selling ~~provision~~prices ~~for~~of ~~income~~our ~~tax take into account current tax laws~~products, ~~management’s interpretation of current tax laws~~ and ~~possible~~are outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or management’s interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts recorded ~~for income taxes in the Company’s financial statements. Management’s assumptions, judgments~~as ~~and estimates relative to the value of~~ a ~~deferred~~reduction ~~tax asset take into account predictions~~ of ~~the amount and category of future taxable income, such as income from operations~~revenue. ~~Actual~~Our ~~operating~~policy ~~results~~is ~~and~~to ~~the~~pay ~~underlying~~out ~~amount~~commission ~~and~~to ~~category~~Affiliates ofupon ~~income~~receipt ~~in future years could render management’s current assumptions, judgments and estimates~~ of ~~recoverable~~sales ~~net~~orders ~~deferred~~even ~~taxes~~before ~~inaccurate. Any~~revenue ~~of the assumptions, judgments and estimates mentioned above could cause the Company’s actual income tax obligations to~~can ~~differ~~be ~~from the estimates, thus materially impacting its financial position and results of operations~~recognized.

20Foreign Currency Translation. Our company’s reporting currency is the U.S. dollar. Our operations in China, Hong Kong and Taiwan use their local currencies as their functional currency. The consolidated financial statements of our subsidiaries are translated into U.S. Dollars, “USD,” in accordance with ASC Topic 830, Foreign Currency Translation. According to ASC Topic 830, all assets and liabilities are translated at the year-end current exchange rate, stockholders’ equity items are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, Reporting Comprehensive Income as a Component of Stockholders’ Equity. Foreign exchange transaction gains and losses are reflected in the income statement.

Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating losses and tax credit carry forwards. Management must make assumptions, judgments and estimates to determine the current provision for income taxes and the deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset. Management’s judgments, assumptions and estimates relative to the current provision for income tax take into account current tax laws, management’s interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or management’s interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts recorded for income taxes in our consolidated financial statements. Management’s assumptions, judgments and estimates relative to the value of a deferred tax asset take into account predictions of the amount and category of future taxable income, such as income from operations. Actual operating results and the underlying amount and category of income in future years could render management’s current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from the estimates, thus materially impacting its financial position and results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~The~~Our consolidated financial statements ~~required~~included in by this ~~item~~ ~~begin~~Annual Report on Form 10-K, beginning on page F-1 ofare ~~this~~incorporated ~~Annual~~in ~~Report~~this onItem ~~Form~~8 ~~10-K~~by reference.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page(s)
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Financial Statements
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Comprehensive Income / (Loss)	F-4
Consolidated Statements of Stockholders’ Equity (Deficiency)	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

EFT Holdings, Inc.

We have audited the accompanying consolidated balance sheets of EFT Holdings, Inc. and subsidiaries (the “Company”) as of March 31, 2016 and 2015, and the related consolidated statement of operations, comprehensive income/(loss), stockholders’ equity (deficiency), and cash flows for the years then ended. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit of the consolidated financial statements include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of EFT Holdings, Inc. and subsidiaries as of March 31, 2016 and 2015 and the results of their operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in Note 2 to the accompanying financial statements, the Company has negative working capital of $9,774,297 and an accumulated deficit of $51,997,694 at March 31, 2016. In addition, the Company has generated operating losses for the past two years. These circumstances, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Paritz & Company, P.A. Hackensack, New Jersey July 11, 2016

F-1

EFT HOLDINGS, INC.

Consolidated Balance Sheets

	March 31, 2016			March 31, 2015
ASSETS
Current assets
Cash and cash equivalents	$	3,427,666		$	2,332,595
Securities available for sale		810,344			2,132,397
Inventories		221,439			303,848
Prepaid expenses		510,510			593,586
Related party receivable		1,000,000			-
Other receivables		440,663			293,088
Total current assets		6,410,622			5,655,514
Property and equipment, net		10,129,691			894,129
Security deposit		357,408			360,203
Total assets	$	16,897,721		$	6,909,846
LIABILITIES AND EQUITY (DEFICIENCY)
Current liabilities
Accounts payable	$	2,138,078		$	980,045
Related party payable		97,500			93,750
Commission payable		3,682,236			3,785,004
Other liabilities		6,601,774			5,874,187
Unearned revenues		3,201,936			3,198,776
Short-term loan		258,308			281,240
Contingent liabilities		205,087			214,019
Total liabilities		16,184,919			14,427,021
Equity (deficiency)
EFT Holdings, Inc. stockholders’ equity (deficiency):
Preferred stock, $0.001 par value, 25,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.00001 par value, 4,975,000,000 shares authorized, 75,983,201 shares issued and outstanding at March 31, 2016 and 2015		760			760
Additional paid in capital		52,854,891			52,854,891
Accumulated deficit		(51,997,694	)		(60,304,126	)
Accumulated other comprehensive loss		(86,495	)		(19,178	)
Total EFT Holdings, Inc. stockholders’ equity (deficiency)		771,462			(7,467,653	)
Non-controlling interest		(58,660	)		(49,522	)
Total equity (deficiency)		712,802			(7,517,175	)
Total liabilities and equity (deficiency)	$	16,897,721		$	6,909,846

The accompanying notes are an integral part of these audited consolidated financial statements.

F-2

EFT HOLDINGS, INC.

Consolidated Statements of Operations

	Year Ended
	March 31, 2016			March 31, 2015
Sales revenues, net	$	379,431		$	749,852
Shipping charges		61,941			217,979
Total revenues, net		441,372			967,831
Cost of sales		219,875			315,008
Shipping costs		18,140			41,672
Total cost of revenues		238,015			356,680
Gross profit		203,357			611,151
Operating expenses:
Selling, general and administrative expenses		5,883,322			5,205,123
Provision for inventory obsolescence		25,612			130,787
Royalty expenses - related party		500,000			500,000
Total operating expenses		6,408,934			5,835,910
Operating loss		(6,205,577	)		(5,224,759	)
Other income/(expense)
Interest income		72,915			152,109
Interest expense		(50,249	)		(158,181	)
Settlement of previously accrued interest for income tax		962,991			-
Settlement of previously written-off investment		9,438,208			-
Loss on disposal of securities available for sale (includes $13,356 and $(47,263) accumulated other comprehensive income/(loss) reclassifications for unrealized net gains on securities available for sale for the year ended March 31, 2016 and 2015, respectively)		(30,404	)		(53,398	)
Dividend income		-			8,787
Foreign exchange loss		(854	)		(2,948	)
Gain on sale of long-term investment		-			2,407,038
Other income		30,652			166,576
Total other income		10,423,259			2,519,983
Income (loss) from continuing operations before income taxes		4,217,682			(2,704,776	)
Income tax expense (benefit)		(4,079,612	)		8,769
Income (loss) from continuing operations		8,297,294			(2,713,545	)
Discontinued operations
Loss from operation of Excalibur		-			(27,018	)
Loss from disposal of Excalibur		-			(2,622,906	)
Total loss from discontinued operations		-			(2,649,924	)
Net income (loss)		8,297,294			(5,363,469	)
Loss from non-controlling interest		9,138			22,367
Net income (loss) attributable to EFT Holdings, Inc.	$	8,306,432		$	(5,341,102	)
Net income (loss) per share – continuing operations
Basic and diluted	$	0.11		$	(0.04	)
Net loss per share – discontinued operations
Basic and diluted	$	-		$	(0.03	)
Net income (loss) per common share attributable to EFT
Holdings, Inc.
Basic and diluted	$	0.11		$	(0.07	)
Weighted average common shares outstanding
Basic and diluted		75,983,201			75,983,201

F-3

EFT HOLDINGS, INC.

Consolidated Statements of Comprehensive Income / (Loss)

	Year Ended
	March 31, 2016			March 31, 2015
Net income (loss)	$	8,297,294		$	(5,363,469	)
Other comprehensive income/(loss)
Foreign currency translation adjustment		(71,230	)		(589,885	)
Unrealized gain on securities available for sale		3,913			63,605
Comprehensive income (loss)		8,229,977			(5,889,749	)
Less: Comprehensive income/(loss) attributable to non-controlling interests		(9,138	)		150,583
Comprehensive income (loss) attributable to EFT Holdings, Inc.	$	8,239,115		$	(6,040,332	)

The accompanying notes are an integral part of these audited consolidated financial statements.

F-4

EFT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

										Accumulated
					Additional					Other						Total
	Common Stock				Paid-In		Accumulated			Comprehensive			Non-Controlling			Stockholders’
	Shares		Amount		Capital		Deficits			Income (Loss)			Interests			Equity (Deficiency)
BALANCE, MARCH 31, 2014		75,983,201	$	760	$	52,854,891	$	(54,963,024	)	$	680,052		$	(6,742,016	)	$	(8,169,337	)
Cancellation of shareholding right in subsidiary		-		-		-		-			-			6,541,911			6,541,911
Net loss		-		-		-		(5,341,102	)		-			(22,367	)		(5,363,469	)
Unrealized gain on securities available for sale		-		-		-		-			63,605			-			63,605
Foreign currency translation adjustment		-		-		-		-			(762,835	)		172,950			(589,885	)
BALANCE, MARCH 31, 2015		75,983,201	$	760	$	52,854,891	$	(60,304,126	)	$	(19,178	)	$	(49,522	)	$	(7,517,175	)
Net income (loss)		-		-		-		8,306,432			-			(9,138	)		8,297,294
Unrealized gain on securities available for sale		-		-		-		-			3,913			-			3,913
Foreign currency translation adjustment		-		-		-		-			(71,230	)		-			(71,230	)
BALANCE, MARCH 31, 2016		75,983,201	$	760	$	52,854,891	$	(51,997,694	)	$	(86,495	)	$	(58,660	)	$	712,802

The accompanying notes are an integral part of these audited consolidated financial statements.

F-5

EFT HOLDINGS, INC.

Consolidated Statements of Cash Flows

	Year Ended
	March 31, 2016			March 31, 2015
Cash flows from operating activities:
Net income (loss)	$	8,297,294		$	(5,363,469	)
Net loss from discontinued operations		-			(2,649,924	)
Net income (loss) from continuing operations		8,297,294			(2,713,545	)
Adjustments to reconcile net income (loss) to net cash provided by/(used in) operating
activities:
Depreciation and amortization		177,442			186,948
Loss from securities available for sale		30,404			53,398
Provision for inventory obsolescence		25,612			130,787
(Gain)/loss on disposal of fixed assets		11,432			(1,686	)
Settlement of previously accrued income tax, penalty and interest		(5,290,788	)		-
Changes in operating assets and liabilities:
Inventories		54,987			184,351
Prepaid expenses		536,135			580,869
Other receivables		(76,117	)		41,968
Accounts receivable		(72,702	)		159,310
Accounts payable		1,158,814			(209,480	)
Commission payable		(102,768	)		(99,769	)
Other liabilities		5,916,555			135,883
Unearned revenues		3,160			(70,140	)
Net cash provided by/(used in) continuing operations		10,669,460			(1,621,106	)
Net cash provided by discontinued operations		-			-
Net cash provided by/(used in) operating activities		10,669,460			(1,621,106	)
Cash flows from investing activities:
Additions to fixed assets		(9,300,890	)		-
Proceeds from disposal of fixed assets		-			19,952
Purchase of securities available for sale		(46,785	)		(3,321,612	)
Proceeds from securities available for sale		1,342,339			5,862,107
Related party receivable		(1,000,000	)		-
Net cash provided by/(used in) continuing operations		(9,005,336	)		2,560,447
Net cash provided by discontinued operations		-			-
Net cash provided by/(used in) investing activities		(9,005,336	)		2,560,447
Cash flows from financing activities:
Repayment of short-term loan		(485,102	)		(541,205	)
Related party payable		3,750			93,750
Net cash used in continuing operations		(481,352	)		(447,455	)
Net cash provided by discontinued operations		-			-
Net cash used in financing activities		(481,352	)		(447,455	)
Effect of exchange rate changes on cash		(87,701	)		70,503
Net increase in cash		1,095,071			562,389
Cash, beginning of year		2,332,595			1,770,206
Cash, end of year	$	3,427,666		$	2,332,595
Supplemental disclosures of cash flow information:
Income tax paid in cash	$	41,825		$	13,270
Interest expenses paid in cash	$	7,166		$	7,920
Non-cash investing and financing activities:
Financing of directors’ and officers’ insurance through installment loan	$	462,170		$	503,200

The accompanying notes are an integral part of these audited consolidated financial statements.

F-6

EFT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – ORGANIZATION AND BUSINESS DESCRIPTION

EFT Holdings, Inc., “EFT Holdings” or the “Company,” formerly EFT Biotech Holdings, Inc., was incorporated in the State of Nevada on March 19, 1992.

The Company’s business is classified by management into two reportable segments: online and beverage. These reportable segments are two distinct businesses, each with a different customer base, marketing strategy and management structure. Substantially all of the Company’s revenue is generated from Mainland China.

The Company’s online business sells the Company’s products to “Affiliates” through its website. To become an Affiliate, a customer must be recommended by another Affiliate, make a minimum purchase of $600, and pay $60 for shipping and handling fees. The Company, through its subsidiaries, uses the internet as its “storefront” and business platform to sell and distribute American brand products consisting of 27 different nutritional products, some of which are oral sprays, 21 different personal care products, an environmentally protective automotive product, an environmentally friendly house cleaner and a flip top portable drinking container.

In February 2010, the Company assigned the worldwide distribution and servicing rights to a product known as the “EFT-Phone” to Digital Development Partners, “Digital,” a previously unrelated company, in exchange for 79,265,000 shares of Digital’s common stock. The shares acquired represent approximately 91.7% of Digital’s outstanding common stock.

The beverage segment derives revenue and expenses from the bottled water factory in Baiquan, Heilongjiang Province, China. This bottled water factory started production in April 2013, but production was suspended because Tianquan was sued by a contractor who constructed the water plant (see Note 12). The production is expected to resume when the lawsuit is closed and final.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Reclassification

Certain amounts in prior year consolidated financial statements have been reclassified to conform with the current year presentation.

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has negative working capital of $9,774,297 and an accumulated deficit of $51,997,694 at March 31, 2016. In addition, the Company has generated operating losses for the past two years. These circumstances, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital from external sources in order to continue the long-term efforts contemplated under its business plan. The Company is in the process of reevaluating its current marketing strategy as it relates to the sale of its current product line. In addition, the Company is pursuing other revenue streams which could include strategic acquisitions or possible joint ventures of other business segments.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned except for Digital, which is 91.7% owned by the Company. All inter-company accounts and transactions have been eliminated in consolidation.

Foreign Currency

The Company’s reporting currency is the U.S. dollar. The Company’s operations in Hong Kong, Taiwan and China use their local currencies as their functional currency. The financial statements of the subsidiaries are translated into U.S. Dollars, “USD,” in accordance with ASC Topic 830, Foreign Currency Translation. According to ASC 830, all assets and liabilities are translated at the year-end currency exchange rate, stockholders’ equity items are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, Reporting Comprehensive Income as a Component of Stockholders’ Equity. Foreign exchange transaction gains and losses are reflected in the statement of operations.

F-7

Use of 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. These estimates and assumptions include determining the fair market value of our inventory, the collectability of accounts receivable, the value of deferred taxes and related valuation allowances. Certain of our estimates, including evaluating the collectability of accounts receivable and the fair market value of inventory, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

Contingencies

Certain conditions may exist as of the date the financial statements are issued which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed in the footnotes to the financial statements.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less. The Company maintains its accounts in banks and financial institutions in amounts that, at times, may exceed the federally insured limit. Management believes the Company is not exposed to any significant credit risk on those accounts.

Securities Available for Sale

The Company’s investments in corporate bonds are classified as available for sale and are reported at fair value, based on quoted prices and market prices, using the specific identification method. Unrealized gains and losses, net of taxes, are reported as a component of stockholders’ equity. Realized gains and losses on investments are included in other income, net when realized. Any impairment loss to reduce an investment’s carrying amount to its fair market value is recognized as an expense when a decline in the fair market value of an individual security below its cost or carrying value is determined to be other than temporary.

Inventories

Inventories are valued at the lower of cost, determined on a first-in, first-out basis, or market. On a quarterly basis, the Company’s management reviews inventory levels in each country for estimated obsolescence or unmarketable items as compared with future demand requirements and the shelf life of the various products. Based on this review, the Company records inventory write-downs when costs exceed expected net realizable value.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives of:

F-8

Property and plant	50 years
Machinery and equipment	3-8 years
Computers and office equipment	3-5 years
Automobiles	5 years
Leasehold improvements	5 years
Transportation equipment	12 years

Long-Lived Assets

Fair Value of Financial Instruments

ASC Topic 825 requires the Company to disclose the estimated fair values of financial instruments. The carrying amounts reported in the Company’s consolidated balance sheets for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value due to the short-term maturity of these instruments.

Fair Value Measurements

ASC Topic 820 defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. ASC Topic 820 does not require any new fair value measurements, but rather eliminates inconsistencies in guidance found in various other accounting pronouncements. Refer to Note 3, “Fair Value Measurements” for additional information on ASC Topic 820.

Stock-Based Compensation

The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

Stock Issued for Services

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from persons other than employees in accordance with ASC Topic 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of performance commitment or completion of performance by the provider of goods or services as defined by ASC Topic 505.

F-9

Revenue / Unearned Revenue

The Company’s revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin, “SAB,” No. 104, Revenue Recognition, “SAB 104,” ASC Topic 605, Accounting for Consideration Given by a Vendor to a Customer, Including a Reseller of the Vendor’s Products, and other applicable revenue recognition guidance and interpretations. Sales revenue is recognized when a formal arrangement exists with the customers, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all relevant criteria for revenue recognition are satisfied are recorded as unearned revenue which is recorded as a liability until the products are delivered. Sales are recorded when the products are received by Affiliates and risk of ownership has passed.

The Company pays commissions to the Affiliates based upon, among other things, their purchases from the Company and purchases by other Affiliates who were recommended to the Company. Commissions paid to the Company’s Affiliates are considered to be a reduction of the selling prices of its products, and are recorded as a reduction of revenue. The Company’s policy is to pay out commission to Affiliates upon receipt of sales orders even before revenue can be recognized.

Allowance for Doubtful Accounts

The Company routinely assesses the credits authorized to its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. The Company maintained a zero dollar ($0) allowance for doubtful accounts as of March 31, 2016 and 2015.

Warranty

The Company records warranty liabilities at the time of sale for the estimated costs that may be incurred under its limited warranty. The Company generally does not provide customers with right of return, but does provide a warranty, entitling the purchaser to a replacement of defective products within six months from the date of sale. Warranty reserves are included in other liabilities and the provision for warranty accruals is included in cost of goods sold in the Consolidated Statements of Operations. Management reviews the adequacy of warranty reserves each reporting period based on historical experience. Historically, warranty costs have not been material.

As of March 31, 2016, the Company’s estimated warranty expense was as follows:

Products sold for
0-2 months		2% of cost
3-4 months		1.5% of cost
5-6 months		1% of cost

F-10

Shipping Costs

The Company’s shipping costs are included in cost of sales for all periods presented.

Income Taxes

The Company follows ASC Topic 740, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of temporary differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Under ASC Topic 740, the Company may recognize the 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 the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

Earnings per Share

Basic net income per share is computed on the basis of the weighted average number of common shares outstanding during the period.

Diluted net income per share is computed on the basis of the weighted average number of common shares and common share equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted net income per share are excluded from the calculation.

Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period, or at the time of issuance, if later, and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

The following table shows net income per share calculation:

	Year Ended March 31,
	2016		2015
Historical Numerator:
Net income (loss) attributable to EFT Holdings, Inc.	$	8,306,432	$	(5,341,102	)
Denominator:
Weighted-average shares used for basic and diluted net income per share		75,983,201		75,983,201
Basic and diluted net income (loss) per share	$	0.11	$	(0.07	)

Comprehensive Income

Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. For the Company, comprehensive income for the periods presented is comprised of net income, unrealized income on marketable securities classified as available for sale, and foreign currency translation adjustments.

F-11

Segment Reporting

ASC Topic 280, “Disclosure about Segments of an Enterprise and Related Information” requires use of the management approach model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

Recent Accounting Pronouncements

In March 2016, FASB issued ASU 2016-08, “Revenue from Contract with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”. The core principle of this ASU is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The intention of this ASU is to improve the operability and understandability of the implementation guidance on principal versus agent considerations. This ASU is effective for annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted, but not earlier than annual and interim periods beginning on or after December 15, 2016, for public entities. The Company is currently evaluating the potential impact of adopting this new standard on its consolidated financial statements and related disclosures.

In July 2015, FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”. This ASU applies to inventory that is measured using the first-in, first-out (“FIFO”) or average cost method. Under the updated guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory that is measured using the last-in, first-out (“LIFO”) or retail inventory method. This ASU is effective for annual and interim periods beginning after December 15, 2016, and should be applied prospectively with early adoption permitted at the beginning of an interim and annual reporting period. The Company is currently evaluating the impact of adopting ASU 2015-11 on its consolidated financial statements and related disclosures.

There are no other new accounting pronouncements adopted or enacted during the year ended March 31, 2016 that had, or are expected to have, a material impact on the Company’s financial statements.

Note 3 – FAIR VALUE MEASUREMENTS

ASC Topic 820 defines fair value, establishes a framework for measuring fair value and enhances disclosure requirements for fair value measurements. This topic does not require any new fair value measurements. ASC Topic 820 defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2— Other inputs that are directly or indirectly observable in the marketplace.

Level 3— Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In accordance with ASC Topic 820, the Company measures its securities available for sale at fair value. The securities available for sale are classified within Level 1 since they are valued using quoted market prices.

F-12

Note 4 – SECURITIES AVAILABLE FOR SALE

Securities available for sale consist of the following:

			March 31, 2016
	Amortized		Unrealized		Unrealized			Market		Average
	Cost		Gains		Losses			Value		Duration (1)
Corporate bonds	$	235,901	$	2,276	$	(2,773	)	$	235,404		4.67
Corporate notes		573,497		5,720		(4,277	)		574,940		2.07
Total debt securities	$	809,398	$	7,996	$	(7,050	)	$	810,344

			March 31, 2015
	Amortized		Unrealized		Unrealized			Market		Average
	Cost		Gains		Losses			Value		Duration (1)
Corporate bonds	$	1,568,102	$	13,350	$	(5,245	)	$	1,576,207		4.79
Corporate notes		567,261		-		(11,071	)		556,190		3.07
Total debt securities	$	2,135,363	$	13,350	$	(16,316	)	$	2,132,397

(1) Average remaining duration to maturity, in years.

All securities were classified as available for sale as of each date presented.

The following table shows the gross unrealized losses and fair value of the Company’s investments, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, as of March 31, 2016:

	Less than 1 year				1 Year or More					Total
	Market Value		Unrealized Loss		Market Value		Unrealized Loss			Market Value		Unrealized Loss
Corporate bonds	$	-	$	-	$	97,967	$	(2,773	)	$	97,967	$	(2,773	)
Corporate notes		-		-		258,065		(4,277	)		258,065		(4,277	)
Total debt securities	$	-	$	-	$	356,032	$	(7,050	)	$	356,032	$	(7,050	)

Declines in the fair value of available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. In estimating other-than-temporary impairment losses, management considers, among other things: (i) the length of time and the extent to which the fair value has been less than cost; (ii) the financial condition and near-term prospects of the issuer; and (iii) the intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in cost.

There were 6 securities in an unrealized loss position at March 31, 2016. Management does not intend to sell any of the securities classified as available for sale which have unrealized losses and believes that it is not likely that the Company will have to sell any such securities before a recovery of cost. The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased and are not the result of deteriorated credit quality. The fair value is expected to recover as the bonds approach their maturity or re-pricing date or if market yields for such investments decline. Management does not believe such securities are other-than-temporarily impaired due to reasons of credit quality.

Investment securities with a book value of $1,372,744 were sold during the year ended March 31, 2016. The Company recognized a loss of $30,404 on the sale of those securities.

F-13

Note 5 – INVENTORIES

The components of inventories were as follows:

	March 31,		March 31,
	2016		2015
Raw material and supplies	$	40,537	$	42,302
Finished goods		180,902		261,546
	$	221,439	$	303,848

The Company recorded inventory mark-down of $25,612 and $130,787 for the years ended March 31, 2016 and 2015, respectively.

Note 6 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	March 31,			March 31,
	2016			2015
Leasehold improvements	$	75,218		$	340,783
Automobiles		154,724			154,724
Property and plant		10,369,073			947,333
Computer equipment		115,943			116,603
Furniture and fixtures		73,480			80,241
Machinery and equipment		349,622			361,874
		11,138,060			2,001,558
Less: Accumulated depreciation		(1,008,369	)		(1,107,429	)
	$	10,129,691		$	894,129

For the years ended March 31, 2016 and 2015, depreciation expense was $177,442 and $186,948, respectively.

Note 7 – LOANS TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

The Company uses the “EFT” name, a trademark owned and licensed to it by EFT Assets Limited (“EFT Assets”), a Company that Wendy Qin, a director of EFT International Ltd., served as a director until March 2015. The Company is required to pay an annual royalty to EFT Assets equal to a percentage of its gross sales for the previous fiscal year. The percentage is 5% for the first $30 million in gross sales, 4% for the $10 million in gross sales in excess of $30 million, 3% for the $10 million in gross sales in excess of $40 million; 2% for the $10 million in gross sales in excess of $50 million; and 1% for the $10 million in gross sales in excess of $60 million, with a minimum annual royalty of $500,000. EFT Assets is owned by a number of persons, including Wendy Qin. Ms. Qin is the sister of Jack Jie Qin, the Company’s president. During the years ended March 31, 2016 and 2015, the royalties paid to EFT Assets both were $500,000.

F-14

In March 2010, the Company’s subsidiary, EFT International Ltd., entered into a consulting agreement with JFL Capital Limited, a company in which Wendy Qin serves as a director and is one of the principal shareholders. Under this agreement, JFL will provide consulting services on administration, financial matters, corporate planning and business development commencing from April 1, 2010 for an annual fee of $315,000. The annual fee is increased at the rate of $15,000 each year start from April 1, 2011. The agreement may be terminated by either party on three months’ written notice. For the years ended March 31, 2016 and 2015, the Company recorded consulting fees payable to JFL of $390,000 and $375,000, respectively.

From April 1, 2014 to April 1, 2015, the Company rented 2,500 square feet of the office space with monthly rent of $10,735 for its satellite training center located at Suite 3706, Langham Office Tower, 8 Argyle Street, Kowloon, Hong Kong SAR. From April 1 through June 24, 2015, the monthly rent was $15,319. The former office location is owned by a number of persons, including Wendy Qin, a director of EFT (HK) Ltd and the sister of Jack Jie Qin, the Company’s president. During the years ended March 31, 2016 and 2015, the Company paid the lessors $42,893 and $223,711, respectively.

In February 2016, the Company advanced $1,000,000 to President Jack Qin for the prepayment of amounts relating to business development activities planned by the Company. The advance was not used and was repaid to the Company in June 2016.

Note 8 – SETTLEMENT OF PREVIOUSLY WRITTEN-OFF INVESTMENT

EFT Investment Co. Ltd., “EFTI”, is a wholly-owned subsidiary of the Company in Taiwan. Hong Dong Chen (a.k.a. Thomas Chen), the former General Manager and Director of EFTI, recommended that the Company purchase an industrial office building located in Taipei, Taiwan, the “Taiwan Building”. As one of the five towers of the “CBD Project”, of which Meifu Development Co., Ltd. (“Meifu”) and TransGlobe Life Insurance Inc. (“TransGlobe”) were two of the developers, the Taiwan Building consists of 14 floors and 144 parking spaces. Cheng Hao Peng (a.k.a. Tom Peng) exercised actual control over both Meifu and TransGlobe.

During the year ended March 31, 2012, EFTI paid NTD600 million (approximately $18.0 million) as a deposit to secure the right to purchase the Taiwan Building per the agreements governing the investment (the “Taiwan Building Agreements”). EFTI subsequently chose not to exercise any option it may have had to purchase the building from Meifu and TransGlobe under the Taiwan Building Agreements and suspended all future payments to either company. EFTI suspected that Thomas Chen had breached his fiduciary duties and had, jointly with Meifu and TransGlobe, committed fraud and misrepresentation related to the Taiwan Building transactions. The Company commenced civil proceedings against TransGlobe, MeiFu, Peng Cheng-Hao (President of Meifu) and Thomas Chen pertaining to the Taiwan Building transactions. (see Note 18)

As required by U.S. GAAP, the Company performed an impairment analysis related to the deposit on the Taiwan Building every year. As of March 31, 2014, the full amount of deposit had been impaired. EFTI continued to vigorously pursue the recovery of the full value of the deposit on the Taiwan Building.

On October 15, 2015, the Company reached a settlement agreement with Meifu and TransGlobe. Pursuant to the settlement agreement, EFTI received an office building and associated land with fair market value of approximately NTD 305 million (approximately $9.3 million) and cash of approximately NTD 153 million (approximately $4.7 million) from Meifu and cash of approximately NTD 76 million (approximately $2.3 million) from TransGlobe. The Company recorded a gain of $9.4 million from this settlement, net of all related settlement charges, commissions and fees, in the quarter ended December 31, 2015. As part of the settlement agreement, the Company agreed that it would pay Meifu up to NTD 130 million (approximately $4 million) and pay TransGlobe up to NTD 13.5 million (approximately $0.4 million) relating to a tax assessment from the government and this liability was accrued in the financial statements.

Note 9 – DECONSOLIDATION OF SUBSIDIARY – EXCALIBUR

On October 25, 2008, the Company through its wholly-owned subsidiary, EFT Investment, acquired a 48.81% equity interest in Excalibur International Marine Corporation, “Excalibur”, for $19,193,000. Between July 2008 and February 2015, the Company made loans to Excalibur aggregating approximately $6.78 million, which bore interest at 8% per annum and were due from July 2014 to September 2015. The loans were primarily used by Excalibur to acquire its vessel, the Ocean La La, and to fund operating costs. Since the Company provided funding and exercised control over Excalibur, Excalibur was treated as a subsidiary and its accounts were consolidated into the Company’s financial statements. Accordingly, these loans were not reflected in the Company’s consolidated financial statements.

On October 3, 2014, the Ministry of Economic Affairs of Taiwan issued a letter to the Company stating that the registrations for the issuance of shares of Excalibur on May 16 and June 15, 2007 were judged to be false by the Taiwan High Court. Therefore, these two registrations were cancelled and all subsequent registrations that followed based upon the untrue basis of the two false share registrations were cancelled as well.

As the acquisition of 48.81% of Excalibur’s shares by EFT Investment was made after these two invalid share registrations in May and June 2007, the share registration regarding EFT Investment’s purchase of Excalibur’s shares was also cancelled.

F-15

In regards to the historical financial reporting treatment, considering that the Company has provided financial support to Excalibur’s operations and was committed to absorb the losses from Excalibur’s operations, the Company has concluded that the investment in Excalibur would be considered a Variable Interest Entity, “VIE”, in accordance with ASC 810. As a result of the Company’s investment in Excalibur being considered a VIE, the Company would have consolidated the accounts of Excalibur from the time of its investment and there would have been no impact on the historical financial statements previously presented for the Company.

In view of the loss of the Company’s shareholding right and the fact that the Company will not provide financial support to Excalibur in the future, Excalibur was deconsolidated from the Company’s consolidated accounts effective on October 1, 2014. The Company recognized a loss of $2,622,906 as a result of disposal of Excalibur during the year ended March 31, 2015, which included gain from disposal of subsidiary of $7,042,255 and the write-off of intercompany loan receivables from Excalibur of $9,665,161.

Note 10 – INVESTMENT IN CTX VIRTUAL TECHNOLOGIES (“CTX”)

The Company currently owns 5,626,914 shares of common stock of CTX. The original investment of $5,000,000 for 10,593,220 shares of CTX common stock was recorded as a long-term investment. During the year ended March 31, 2011, the Company recorded a full impairment of the investment, bringing its carrying value to zero.

During the year ended March 31, 2015, the Company sold approximately 5 million shares of CTX for approximately $2.5 million less commissions and other fees and reported a gain of approximately $2.4 million in the accompanying consolidated statement of operations.

The Company intends to sell the remaining 5.6 million shares of CTX that it owns but there can be no assurance that it will be able to do so at favorable prices or at all.

Note 11 – OTHER LIABILITIES

Other liabilities consist of the following:

	March 31, 2016		March 31, 2015
Payroll liabilities	$	42,593	$	46,289
Warranty liabilities		1,589		2,025
Accrued commission		1,583,740		-
Accrued guarantee tax		4,453,755		-
Accrued expenses		379,985		384,135
Provision for tax		-		3,985,856
Interest and penalty for income tax accrued		136,190		1,452,479
Others		3,922		3,403
	$	6,601,774	$	5,874,187

Note 12 – CONTINGENT LIABILITIES

In 2009, the Company’s subsidiary, Tianquan, engaged a general contractor to construct a water manufacturing plant for RMB 4,758,600 (US$766,000). Upon completion, EFT inspected the plant and found several material construction defects, including, but not limited to, the fact that the contractor used inferior construction material, inconsistent construction plans and substandard insulation material. As a result, EFT conditioned its final construction payment to the contractor in the amount of RMB 698,896 (US$112,500) on the rectification of all construction defects. On March 22, 2012, the contractor brought a case against EFT in Baiquan People’s Court in Heilongjiang Province seeking approximately RMB 1,912,000 (US$308,400) of purported outstanding payments under the contract and interest thereon. On January 16, 2014, Tianquan received an unfavorable decision issued by Baiquan People’s Court in Heilongjiang Province awarding the contractor approximately RMB 1,326,916 (US$213,700) of purported outstanding payments under the contract and interest thereon. The Company accrued contingent liabilities as a result of the court’s decision and subsequently filed an appeal. The final resolutions are now pending. (see Note 18)

Note 13 – SHORT-TERM LOANS

The Company received a $571,200 loan from a third party, Insurance Financing, Inc., “IFI”, to finance the directors’ and officers’ insurance premium for the fiscal years 2013 and 2014. The loan bore an interest rate of 3.60% per annum, and was to be repaid over a nine-month period which began on December 15, 2013. The terms of the agreement allowed for the Company to make nine equal payments of $64,422 each and the loan was fully repaid during the quarter ended September 30, 2014.

The Company renewed coverage for the 2014-2015 period and received a new loan in the amount of $503,200 from IFI to finance the directors’ and officers’ insurance premium bearing an interest rate of 3.60% per annum. The loan was repaid over a nine-month period beginning on December 15, 2014. The terms of the agreement allowed for the Company to make nine equal payments of $56,753 each.

F-16

The Company renewed coverage for the 2015-2016 period and received a new loan in the amount of $462,170 from IFI to finance the directors’ and officers’ insurance premium bearing an interest rate of 3.60% per annum. The loan is to be repaid over a nine-month period beginning on December 15, 2015. The terms of the agreement allow the Company to make nine equal payments of $52,126 each.

Note 14 – WARRANTS

As of March 31, 2014, the Company’s subsidiary Digital Development Partners Inc. has 2,000,000 common stock warrants outstanding, and 330,665 Series A and 330,665 Series B warrants outstanding, which are accounted for as equity instruments. The 2,000,000 warrants expired on June 1, 2014 and permit the holders to purchase one share of Digital’s common stock at an exercise price of $1.00 per share. The Series A and Series B warrants expired on September 30, 2014 and permit the holders to purchase one share of Digital’s common stock at an exercise price of $1.00 per share and $1.25 per share, respectively. There were no warrants exercised in the years ended March 31, 2016 and 2015.

Note 15 – INCOME TAXES

The Company was incorporated in the United States and has operations in five tax jurisdictions - the United States, the Hong Kong Special Administrative Region (“HK SAR”), mainland China, Taiwan, and the BVI.

The Company generated substantially all of its net income from its BVI operations for the two years ended March 31, 2016 and 2015. According to BVI tax law, this income is not subject to any taxes. The Company’s HK SAR subsidiaries are subject to a 16.5% profit tax based on its taxable net profit. EFT (HK) Ltd provides management service to a BVI subsidiary, and the BVI subsidiary reimburses EFT (HK) Ltd for its total operating expenses plus a 5% mark up, and the income is subject to a 16.5% profit tax. The deferred tax assets for the Company’s US operations were immaterial for the two years ended March 31, 2016 and 2015.

The Company’s Taiwan subsidiary, EFT Investment, and its factory in mainland China are subject to a 17% and 25% standard enterprise income tax, respectively, based on its taxable net profit. These operations have incurred net accumulated operating losses for income tax purposes and management believes that it is more likely than not that these net accumulated operating losses will not be utilized in the future. Therefore, it has provided full valuation allowance for the deferred tax assets arising from the losses as of March 31, 2016 and 2015.

The income tax expenses consist of the following:

	Year Ended March 31,
	2016			2015
Current:
Domestic-Federal	$	-		$	-
-State		30,356			6,672
Foreign		(2,073	)		2,097
Effect of IRS audits		(4,107,895	)		-
Deferred		-			-
Income tax expense (benefit)	$	(4,079,612	)	$	8,769

A reconciliation of income tax expense (benefit), with the amounts computed by applying the statutory federal income tax rate of 35% to income before income taxes is as follows:

	Year Ended March 31,
	2016			2015
Income tax at U.S. statutory rate	$	1,563,924		$	(1,963,265	)
State tax		30,356			6,672
Deferred tax valuation allowance		(1,419,693	)		1,958,132
Nondeductible expense		(144,231	)		5,133
Foreign subsidiaries income tax (benefit)		(2,073	)		2,097
Effect of IRS audits		(4,107,895	)		-
Income tax expense (benefit)	$	(4,079,612	)	$	8,769

F-17

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for tax years before 2006 (March 31, 2007).

The Company has not provided deferred taxes on unremitted earnings attributable to international companies that have been considered to be reinvested indefinitely. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the income tax liability that would be payable if such earnings were not indefinitely reinvested. In accordance with ASC Topic 740, interest associated with unrecognized tax benefits is classified as income tax and penalties are classified in selling, general and administrative expenses in the statements of operations.

In December 2013, the IRS concluded its audit of the Company’s returns for the years 2007 through 2010 and issued an examination report that proposed adjustments of $12.3 million of additional tax liabilities for the years 2008 through 2010. As a result of this report, the Company increased its income tax liability to $8.6 million during the quarter ended December 31, 2013.

On June 18, 2014, after receiving further information from the Company subsequent to the issuance of its original report, the IRS reversed its position on a major issue and has issued a revised report which significantly reduced the amount of tax the Company owes. Accordingly, the Company has revised its provision for income taxes and has reversed $4.1 million of the original provision recorded previously.

In September 2015, the Company received the final report from the IRS related to its audit for the years 2008 through 2010, which concluded that the Company did not owe any additional taxes for the periods under audit. However, the IRS has alleged that the Company did not file its tax returns for the years 2008 and 2009 on time and has assessed the Company tax and penalties totaling $117,000. The Company believes that the returns were timely filed and has contested the IRS’s claim. Accordingly, the Company’s provision for tax liabilities plus interest and penalty has been reduced by $5.3 million in the quarter ended September 30, 2015.

The extent of the Company’s operations involves dealing with uncertainties and judgments in the application of complex tax regulations in a multitude of jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state and international tax audits. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due.

Note 16 – COMMITMENTS

Lease commitment

The Company has certain operating leases for office space, training center and storage which will expire between 2017 and 2018. The future minimum lease payments are as follows:

For the year ended March 31,
2017	$	230,790
2018	$	131,139

The Company also leases a 40,000 square meter property from Yongqin county of Baiquan, Heilongjiang Province, the PRC and constructed a bottled water factory there. The land is leased commencing on December 31, 2009 for a term of fifty years, with a yearly land use right’s fee of $3,709.

Total rent expenses for the years ended March 31, 2016 and 2015, were $250,741 and $370,271, respectively.

F-18

Employment Agreements

Jack Jie Qin

On January 1, 2009, the Company entered into an employment agreement with Jack Jie Qin, the Company’s president and chief executive officer. The employment agreement has an initial term of seven years, and will be automatically extended, without any action on the part of Mr. Qin or the Company, for additional, successive one-year periods. The agreement may be terminated by either party on 60 days’ written notice.

During the initial seven year period of the agreement, the Company will pay Mr. Qin an annual base salary of $200,000 per year for the first calendar year. In each subsequent calendar year during the term of the agreement, the Company will pay Mr. Qin an annual base salary determined by the compensation increase scale as reviewed and approved by the Company’s Compensation Committee and approved by the Company’s board of directors. Mr. Qin is eligible to receive an annual base salary adjustment in each subsequent calendar year as a cost of living increase at 10% per annum. Mr. Qin is also eligible to receive an annual bonus pursuant to the executive bonus scale in effect for executive employees of the Company.

In the event that Mr. Qin’s employment is terminated without cause by the Company or if Mr. Qin terminates the agreement for good reason, or if, following a change in control, Mr. Qin’s employment is terminated or not renewed, the Company has agreed to pay Mr. Qin an amount equal to twice the total of his annual base salary and his target bonus as established by the Compensation Committee and to maintain his benefits for a period of two years. At the expiration of the initial term of the agreement or any successive one-year renewal period, if the Company elects not to renew the agreement, the Company has agreed to pay Mr. Qin an amount equal to the total of his annual base salary and his target bonus as established by the Compensation Committee and to maintain his benefits for a period of one year.

Note 17 – SEGMENT INFORMATION

The Company’s business is classified by management into two reportable business segments: online and beverage. The online business reportable segment is an aggregation of the Company’s online operating segments, which are organized to sell the Company’s products to Affiliates through its websites. The online business reportable segment derives revenue from the sales of nutritional products, personal care products and EFT-phones and access fees from its network platform. The beverage business reportable segment derives revenue and expense from the bottled water factory in Baiquan, Heilongjiang Province, the PRC. Unallocated items comprise mainly corporate expenses and corporate assets.

Although substantially all of the Company’s revenue is generated from Mainland China, the Company is organizationally structured along business segments. The accounting policies of each of the Company’s operating segments are the same as those described in Note 2, “Summary of Significant Accounting Policies.”

The following tables provide the business segment information as of and for the years ended March 31, 2016 and 2015. Income tax allocations have been determined based on statutory rates in the applicable business segment.

	Year ended March 31, 2016
	Online			Beverage			Unallocated
	business			business			items			Total
Total revenues, net	$	441,372		$	-		$	-		$	441,372
Total cost of revenues		(238,015	)		-			-			(238,015	)
Gross profit		203,357			-			-			203,357
Operating expenses:
Selling, general and administrative expenses		1,773,648			188,804			3,920,870			5,883,322
Provision for inventory obsolescence		25,612			-			-			25,612
Royalty expenses		500,000			-			-			500,000
Total operating expenses		2,299,260			188,804			3,920,870			6,408,934
Net operating loss		(2,095,903	)		(188,804	)		(3,920,870	)		(6,205,577	)
Other income		69,389			2			10,353,868			10,423,259
Allocated income tax benefit		2,073			-			4,077,539			4,079,612
Income (loss) after income tax		(2,024,441	)		(188,802	)		10,510,537			8,297,294
Total long-lived assets		1,433			698,125			9,430,133			10,129,691
Additions to long-lived assets		1,249			-			9,299,641			9,300,890

F-19

	Year ended March 31, 2015
	Online			Beverage			Unallocated
	business			business			items			Total
Total revenues, net	$	967,831		$	-		$	-		$	967,831
Total cost of revenues		(356,680	)		-			-			(356,680	)
Gross profit		611,151			-			-			611,151
Operating expenses:
Selling, general and administrative expenses		2,125,387			218,151			2,861,585			5,205,123
Provision for inventory obsolescence		130,787			-			-			130,787
Royalty expenses		500,000			-			-			500,000
Total operating expenses		2,756,174			218,151			2,861,585			5,835,910
Net operating loss		(2,145,023	)		(218,151	)		(2,861,585	)		(5,224,759	)
Other income		161,990			4,725			2,353,268			2,519,983
Allocated income tax expense		(2,097	)		-			(6,672	)		(8,769	)
Loss after income tax		(1,985,130	)		(213,426	)		(514,989	)		(2,713,545	)
Total long-lived assets		19,760			872,881			1,488			894,129
Additions to long-lived assets		-			-			-			-

Note 18 – LITIGATION

On October 1, 2010, EFT Investment Co. Ltd., “EFTI”, filed a lawsuit against Hsiao Zhong-Xing, former general manager of Excalibur, and Lu Zhuo-Jun, former vice general manager of Excalibur, collectively “Defendants,” in the Taiwan Shihlin District Prosecutor’s Office. EFTI alleges, among other things, that Defendants committed the offences of capital forging, fraud, breach of trust, and document fabrication. On April 30, 2013, the Taiwan Shihlin District Court found that both Hsaio Zhong-Xing and Lu Zhuo-Jun were guilty of fraudulent increase of paid-up capital and dismissed all other charges. As a result, Hsiao Zhong-Xing received a six-month jail sentence and Lu Zhuo-Jun received a five-month jail sentence. Both of their jail sentences can be converted into a fine. On May 27, 2013, the Shihlin District Prosecutor filed an appeal in the Taiwan High court for reconsideration of the judgment entered by the District Court. On February 19, 2014, the Taiwan High Court sustained the District Court’s decision and found Hsaio Zhong-Xing guilty and sentenced him to a mandatory ten-month jail sentence; and found Lu Zhuo-Jun guilty and sentenced him to a mandatory eight-month jail sentence. This decision is final and confirmed. Based on the Taiwan Shihlin District Court’s judgment of fraudulent increase of paid-up capital, Excalibur filed a civil lawsuit against Hsiao Zhong-Xing, Lu Zhuo-Jun and Jiao Ren-He on January 7, 2014 for the unpaid capital amount of NTD 475,312,500. On January 13, 2015, being the largest creditor of Excalibur, EFTI filed a submission to the court to apply to join the case and the court’s decision is pending. On April 14, 2015, Excalibur filed with the court to withdraw the case and the court approved.

EFTI filed a civil lawsuit against Jiao Ren-Ho, Chang Hui-Ying, Hsiao Zhong-Xing, and Lu Zhuo-Jun, collectively “Defendants,” in the Taiwan Shihlin District court on February 12, 2010. EFTI alleges Defendants committed tortious acts, including but not limited to the offences of capital forging, fraud, breach of trust and document fabrication. The Shihlin District Court found in favor of all Defendants in the case. EFTI filed an appeal in the appellate court for reconsideration of the judgment entered by the District Court. The appellate court remanded the case to District Court for a second review and the District Court found in favor of all defendants for the second time. EFTI therefore filed a second appeal in the appellate court for reconsideration of the judgment entered by the District Court. On December 7, 2015, the appellate court dismissed the appeal.

Marinteknik Shipbuilders (S) Pte Ltd., a Singapore company, filed a lawsuit against Excalibur in the Taiwan Taichung District Court on July 9, 2009 for unpaid service fees and out-of-pocket expenses of NTD 8,050,832, equivalent to approximately $254,700. On August 20, 2009, the Taiwan Taipei district court froze Excalibur’s cash of $203,402 in response to the suit. A contingent liability for the restricted cash has been recorded. As EFTI is Excalibur’s largest creditor, in consideration of recovering the frozen cash, EFTI filed a submission to the court to apply to join the case on January 13, 2015. On June 16, 2015, the Taiwan High Court Taichung Branch Court sustained the decision of the Taiwan Taichung District Court in favor of Marinteknik. As Excalibur is no longer EFTI’s subsidiary, EFTI cannot appeal the case and the case has been closed.

On August 2, 2010, the Company commenced a legal proceeding against Marinteknik Shipbuilders (S) Pte Ltd. and six other persons in the High Court of the Republic of Singapore alleging fraud, misrepresentation, and deceit on the part of the defendants with respect to the Company’s investment in Excalibur. The Company claims that the wrongful actions of the defendants resulted in damages of $19,000,000 to the Company. On December 11, 2012, the High Court issued a decision whereby it dismissed the Company’s actions against Marinteknik and Lim Lan Eng (Priscilla), a director of Marinteknik. On January 8, 2013, the Company filed an appeal against the decision made by the High Court. On November 29, 2013, the appellate court issued its order and sustained the High Court’s decision and awarded legal fees to the defendants. The Company has accrued a liability in the amount of $200,000 for the legal costs. The High Court dismissed the appeal by the Company, but criticized the defendants, stating that their actions were “wholly lacking in probity” and “likely also to have been unlawful”. After seeking further legal advice and balancing all factors, however, it was decided that commencing further legal proceedings on this matter is not beneficial to the commercial interests of the Company. On October 15, 2015, the High Court determined that the Company is obligated to bear the defendants’ legal costs of approximately SGD 307,000. On February 18, 2016, the Commercial Affairs Department issued a letter to confirm completion of the investigation of the report by the Company regarding Lim Lam Eng (Priscilla) and Marinteknik Shipbuilders (S) Pte Ltd. and confirmed their view that no evidence of a criminal offense was disclosed and they will not be pursuing the matter further. On March 4, 2016, the Company received a letter from the defendants’ solicitor stating that legal proceedings against the Company have been commenced for the claim of the taxed amount of approximately SDG 85,000.

F-20

On June 9, 2016, Lim Lan Eng Priscilla and Marinteknik filed an action against EFTI in the Supreme Court of the State of New York, County of New York. The action seeks summary judgment on their claims for fees in the sum of $162,720.38, arising out of the Singapore High Court’s determination that plaintiffs were entitled to an award of their fees and costs in connection with the Singapore litigation. EFTI intends to defend and contest the relief sought. A determination as to the plaintiffs’ motion for summary judgment has not been made.

In 2009, the Company’s subsidiary, Heilongjiang Tianquan Manor Soda Drinks Co. Ltd., “Tianquan”, engaged a general contractor, the “Contractor”, to construct a water manufacturing plant, the “Plant”, for RMB 4,758,600 ($776,300). Upon completion, the Company inspected the Plant and found several material construction defects, including, but not limited to, the fact that the Contractor used inferior construction material, inconsistent construction plans and substandard insulation material. As a result, in 2010, the Company conditioned its final construction payment to the Contractor in the amount of RMB 698,896 ($112,500) on the rectification of all construction defects. On March 22, 2012, the Contractor brought a case against Tianquan in Baiquan People’s Court in Heilongjiang Province seeking approximately RMB 1,912,000 of purported outstanding payments under the contract and interest thereon. On January 16, 2014, the Company’s subsidiary, Tianquan, received an unfavorable decision issued by Baiquan People’s Court in Heilongjiang Province awarding the contractor approximately RMB 1,326,916 of purported outstanding payments under the contract and interest thereon. Tianquan filed an appeal with the Qiqihar Intermediate People’s Court on January 27, 2014. On August 18, 2014, the Qiqihar Intermediate People’s Court issued a judgment rescinding the unfavorable decision issued by the Baiquan People’s Court and ordered the case to be reheard at the Baiquan People’s Court. On September 25, 2014, Tianquan received a favorable decision from Baiquan People’s Court as the court concluded that the company stamps affixed to all of the Contractor’s legal documents were fake. On November 5, 2014, the sub-contractor brought another civil case against Tianquan in the Baiquan People’s Court in Heilongjiang Province seeking RMB 1,823,787 of purported outstanding payments under the same contract and interest thereon. On December 8, 2014, Tianquan filed a civil lawsuit against the sub-contractor for compensation for material construction defects. On December 31, 2015, the two cases were reheard at the Baiquan People’s Court and the sub-contractor changed the claim to the amount of RMB 1,123,266. On January 5, 2016, the Company’s subsidiary, Tianquan, received an unfavorable decision issued by Baiquan People’s Court awarding the contractor approximately RMB 827,000 of purported outstanding payments under the contract and interest thereon. The Court ordered the subcontractor to reimburse the amount of RMB 120,000 for testing fees to the Company. The Company filed an appeal of the two cases and the final resolutions are now pending.

On August 8, 2012, the Company filed a complaint against Edward Carter, a former consultant, in the Superior Court of California, county of Los Angeles, in which the Company alleges, among other things, that Mr. Carter breached his consulting contract, fiduciary duty and committed fraud and misrepresentation in respect to the Company’s investment in CTX Virtual Technologies, Inc., “CTX”, as sponsored by Buckman, Buckman & Reid, Inc., “BB&R”, a financial consulting firm and placement agent. This matter was dismissed as part of a mutual settlement that was entered into between the parties on or around February 25, 2015.

On January 28, 2013, EFTI filed a criminal complaint against Tom Peng a.k.a. Cheng Hao Peng, President of Meifu Development Co., Ltd., “Meifu”, Thomas Chen, a.k.a. Hong Dong Chen, former General Manager and Director of EFTI, Steven Peng, a.k.a. Tien Te Peng, Vice Chairman of Transglobe Life Insurance Inc., “Transglobe”, Xian Jue Liu, Chairman of Transglobe , Shih Kuei Chang, General Manager of Meifu, Yi Feng Cheng, Real Estate Department Manager of Transglobe, and Da Min Wu, an individual, collectively called “Defendants”, in the Taipei District Prosecutor’s Office. EFTI alleges, among other things, that Thomas Chen colluded with Tom Peng and other Defendants, and that Thomas Chen had made numerous misrepresentations to the Company and EFTI in connection with transactions related to a building in Taiwan, of which Meifu and Transglobe were developers. The Company also alleges that Thomas Chen breached his fiduciary duty, as the General Manager of EFTI, by binding EFTI in various agreements and making payments from EFTI to Meifu and Transglobe, which are named Defendants, and that the Defendants had committed violations of securities law, insurance law, corporation law and tax law, as well as money laundering, fraud and breach of trust.

On June 6, 2013, the Company filed a civil complaint in Los Angeles, California against Meifu Development Co., Ltd., Transglobe Life Insurance Inc. and certain individuals related to the purchase of the Taiwan Building. On January 27, 2014, the Company voluntarily dismissed the civil complaints without prejudice in Los Angeles, California, in return for a good faith settlement negotiation initiated by such defendants. However, due to a lack of good faith of the defendants in negotiation of a settlement, on May 30, 2014, the Company re-filed civil complaints against Meifu Development Co. Ltd., Transglobe Life Insurance, Inc., Tom Peng and Thomas Chen in the Los Angeles Supreme Court, alleging deceit, conversion, breach of fiduciary duty and other illegal acts against the Company.

On June 4, 2015, the Superior Court of California, County of Los Angeles, ruled that because the Company has its principal place of business in California, the matter was stayed to allow the Company time to file in the appropriate forum. The Court further ordered that Taiwan is a suitable forum for the Company’s complaint. An order to show cause was set for December 4, 2015.

On September 9, 2015, the court dismissed this legal action against all of the defendants with prejudice. A subsequent settlement was reached on October 15, 2015 by all parties. As part of the terms of the settlement, the Company will receive both real property and cash. (See Note 8)

F-21

On July 23, 2013, the Taipei District Prosecutor’s Office issued a non-indictment decision on charges of fraud against the Defendants, which the Company believes is unwarranted. The decision not to indict the Defendants was made despite the fact that the Taiwan Investigation Bureau, Ministry of Justice had confirmed that Thomas Chen, the former GM of EFTI, has received and/or has intended to receive secret profits from Tom Peng, who admitted his full control over Meifu and Transglobe. A report by the Taiwan Investigation Bureau, Ministry of Justice, further revealed, among other fraudulent activities, that Tom Peng and his son, Steven Peng, a.k.a. Tien Te Peng, were involved in illegal inter-company transactions and illegal related party transactions. Documents received by the Company through court petition indicated that, on June 14, 2013, the Prosecutor in Taiwan, despite what the Company believes to have been ample evidence of illegality, instructed the Taiwan Investigation Bureau to halt all further investigations into EFTI’s criminal complaint prior to his written decision not to indict the Defendants. Subsequently, on August 22, 2013, EFTI completed the filing of the appeal with the Taiwan High Prosecutor’s Office for reconsideration of the non-indictment charges against the Defendants. This appeal was rejected on August 29, 2013, which the Company believes was not enough time for the Prosecutor’s Office to fully reconsider the appeal. On September 12, 2013, EFTI filed a final petition to the Taipei District Court for judgment of the decision made by the Taiwan High Prosecutor’s Office, but the petition was rejected on March 5, 2014. On October 15, 2015, the Company reached a settlement agreement with the defendants and the civil case in the Los Angeles Supreme Court was dismissed with prejudice.

On November 27, 2013, a class action entitled Li, et al. v. EFT Holdings, Inc., et al. was filed on behalf of a putative class of all purchasers of one or more of the Company’s products against the Company and Jack Qin in the United States District Court for the Central District of California. On April 29, 2015, the court consolidated this action with the Wang, et al. v. EFT Holdings, Inc., et al. action. On May 7, 2015, Plaintiffs voluntarily dismissed the claims of the individual plaintiffs without prejudice.

On November 27, 2013, a class action entitled Li, et al. v. Qin, et al. was filed on behalf of a putative class of all purchasers of the Company’s products against the Company and certain of its current and former officers and directors in the United States District Court for the Central District of California. On April 29, 2015, the court consolidated this action with the Wang, et al. v. EFT Holdings, Inc., et al. action. On May 7, 2015, Plaintiffs voluntarily dismissed the claims of the individual plaintiffs without prejudice.

On January 30, 2015, a class action entitled Wang, et al. v. EFT Holdings, Inc., et al. was filed on behalf of a putative class of all purchasers of the Company’s products against the Company and certain of its current and former officers and directors in the United States District Court for the Central District of California. On April 29, 2015, the court consolidated this action with the Li, et al. v. Qin, et al. and Li, et al. v. EFT Holdings, Inc., et al. actions. On May 7, 2015, Plaintiffs filed a motion for class certification, which was fully briefed by the parties. On December 14, 2015, the court denied Plaintiffs’ motion for class certification. On April 6, 2016, the parties stipulated to a voluntary dismissal of Plaintiffs’ claims with prejudice.

On December 6, 2013, the Company named George Curry, a former director and officer of the Company, as one of the defendants in the Superior Court of California, County of Los Angeles, with reference to the CTX investment transaction, in which the Company alleges, among other things, that Mr. Curry breached his fiduciary duty and committed fraud and misrepresentation in respect of the Company’s investment in CTX.

On April 18, 2014, George Curry filed a Notice of Removal for the above action to be brought in the District Court of California, Los Angeles (Western District). In the same action, he brought a counterclaim against the Company, Jack Qin and Pyng Soon and sought implied and equitable indemnity, declaratory relief and apportionment of fault. On or around December 11, 2014, George Curry filed a motion for summary judgment against the Company and all other cross-defendants in the matter. The motion was heard on February 26, 2015 and court denied George Curry’s motion. Thereafter, a second motion for summary judgment was filed by Mr. Curry. That motion was denied as well. The final resolution of the entire matter is still pending. Trial is currently scheduled for Feburary 7, 2017. In addition, the Court consolidated the trial of this matter with that of the Company’s lawsuit against CTX, Buckman, Buckman & Reid and Peter Lau.

On March 4, 2015, the Company filed a civil lawsuit in the United States District Court, Central District of California, against CTX, Buckman, Buckman & Reid, Cliff Rhee and Peter Lau alleging breach of covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, concealment, negligent misrepresentation and negligence.

On April 14, 2015, Defendant CTX filed a motion to dismiss. On May 28, 2015, the court granted CTX’s motion, in part, with leave to amend. The Company filed a First Amended Complaint on June 8, 2015, asserting causes of action for: (1) breach of covenant of good faith and fair dealing; (2) breach of fiduciary duty; (3) fraud-misrepresentation; and (4) fraud-concealment. On June 24, 2015, CTX filed an answer to the First Amended Complaint. Buckman, Buckman & Reid and Peter Lau also filed a motion to dismiss the Complaint. The Court granted the motion with respect to the breach of fiduciary duty claim, with leave to amend, but denied it as to all other claims. After the Company’s filing of its First Amended Complaint, Buckman, Buckman & Reid and Peter Lau filed an answer to the First Amended Complaint on July 9, 2015.

On May 26, 2016, the Court struck CTX’s Answer to the Complaint and entered default. The Company is in the process of preparing a default package.

On June 22, 2015, a complaint entitled Greenstone Holdings, Inc. v. EFT Holdings, Inc., et al. was filed in the United States District Court for the Central District of California, asserting a claim for express indemnity against the Company, in excess of $150,000. After negotiations, the Company entered into a confidential settlement with Greenstone Holdings, Inc. on April 14, 2016.

Note 19 – SUBSEQUENT EVENTS

The Company has reviewed its subsequent events through the date these consolidated financial statements were issued and has determined that no material subsequent events have occurred through such date.

F-22

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 this ~~annual~~Annual ~~report~~Report on Form 10-K, an evaluation was carried out by ~~the~~our ~~Company’s~~ management, with the participation of ~~its~~our principal executive officer and ~~its~~our principal financial officer, of the effectiveness of ~~its~~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 March 31, ~~2016~~2017. 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 in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the ~~chief~~principal executive officer and the ~~chief~~ principal financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, ~~the~~our ~~Company’s~~ management ~~concluded~~ concluded that ~~the~~our ~~Company’s~~ disclosure controls and procedures were not effective as of March 31, ~~2016~~2017, ~~because~~due ofto the material weakness in in internal control over financial reporting described below.

Management’s Report on Internal Control over Financial Reporting

~~The~~Our ~~Company’s~~ management is responsible for establishing and maintaining adequate internal control over financial reporting. ~~The~~Our ~~Company~~company’s internal control over financial reporting is a process, under the supervision of ~~its~~our principal executive officer and ~~its~~our principal financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of ~~its~~our consolidated financial ~~statements~~ statements in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting ~~includes~~ includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and ~~fairly~~ fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions ~~are~~ are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~The~~Our ~~Company’s~~ management conducted an assessment of the effectiveness of ~~its~~our internal control over financial reporting as of March 31, ~~2016~~2017, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified a material weakness in internal control over financial reporting as of March 31, 2016. The material weakness relates to the fact that the Company does not have sufficient accounting staff and supervisory personnel to provide an appropriate segregation of accounting functions. As a result of the aforementioned material weakness, the Company’s management concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2016.

A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified a material weakness in internal control over financial reporting as of March 31, 2017. The material weakness relates to the fact that our company does not have sufficient accounting staff and supervisory personnel to provide an appropriate segregation of accounting functions. As a result of the aforementioned material weakness, our management concluded that our company’s ~~Planned~~internal ~~Corrective~~control ~~Actions~~over financial reporting was not effective as of March 31, 2017.

InManagement ~~order~~Plan to ~~remediate~~Remediate ~~the~~Material ~~documented material weakness, the Company’s management plans to implement the following corrective measures:~~Weaknesses

a)In ~~Enhance~~order to remediate the ~~size~~documented ofmaterial weakness, our management plans to implement the ~~Company’s~~following ~~accounting~~corrective ~~staff;~~measures:

b(a) Enhance ~~Hire additional supervisory personnel, including a financial controller for~~ the ~~Company’s~~size ~~U.S. office, to facilitate the implementation~~ of ~~additional~~our ~~internal controls and an appropriate segregation of~~ accounting ~~functions~~staff; ~~and~~

c(b) Hire ~~Provide~~additional ~~further~~supervisory ~~training~~personnel, ~~for~~including ~~supervisory~~a ~~and~~financial ~~other~~controller ~~accounting~~for ~~staff~~our toU.S. ~~enhance~~office, ~~understanding~~to ~~and~~facilitate ~~implementation~~the implementation of additional internal controls and ~~procedures.~~an appropriate segregation of accounting functions; and

~~This Annual Report on Form 10-K does not~~(c) ~~include~~ Provide anfurther ~~attestation~~training ~~report~~for ofsupervisory ~~the~~and ~~Company’s~~other ~~registered public~~ accounting ~~firm~~staff ~~regarding internal control over financial reporting. Management’s report was not subject~~ to ~~attestation~~enhance byunderstanding ~~the~~and ~~Company’s registered public accounting firm pursuant~~implementation ~~to rules~~ of ~~the~~additional ~~Securities~~controls and ~~Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K~~procedures.

22This Annual Report on Form 10-K does not include an attestation report of our 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 rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Controls ~~over~~Over Financial ~~Reporting~~ Reporting

There were no changes in ~~the~~our ~~Company’s~~ internal control over financial reporting that have materially affected, or are likely to materially affect, ~~its~~our internal control over financial reporting during the ~~quarter~~ year ended March 31, ~~2016~~2017.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table lists the names, ages, certain positions and offices held by the Company’s directors and named executive officers as of the date of this filing.

Name	Age	~~Title~~Position(s)
Jack Jie Qin	5657	President, ~~chief~~Chief ~~executive~~Executive ~~officer,~~Officer and a ~~director~~Director
William E. Sluss	6162	Principal ~~financial~~Financial and ~~accounting~~Accounting ~~officer~~Officer
Visman Chow	6162	Director
Norman Ko	52	Director
Hu Xiaobao	77	Director
Pyng Soon	5657	General ~~counsel~~Counsel

~~Directors~~Our ~~serve~~board inof ~~such~~directors ~~capacity~~appoints ~~until~~our executive officers. Our directors serve until the ~~next~~earlier ~~annual~~occurrence ~~meeting~~of the election of his or her successor at the ~~Company’s~~next ~~stockholders~~meeting ~~and~~of ~~until~~shareholders, death, ~~their~~resignation ~~successors~~or ~~have~~removal ~~been~~by ~~elected~~our ~~and~~Board ~~qualified~~of Directors. ~~The~~Our ~~Company’s~~ officers serve at the discretion of ~~its~~our Board of Directors,. ~~until~~There exist ~~their~~no ~~death,~~family orrelationships ~~until~~between ~~they~~our ~~resign~~officers orand ~~have~~directors. ~~been~~Information ~~removed~~regarding ~~from~~the ~~office~~backgrounds of each of our officers and directors is set forth below.

Jack Jie Qin. Mr. Qin has been serving as the Company’s president, chief executive officer and chairman of the Board of Directors since November 2007. Since January 2004, Mr. Qin has been serving as the president of EFT BioTech, Inc., a subsidiary of our company. Since July 2016, Mr. Qin has been a member of the board of directors and President and CEO of Heavenstone Corp., a publicly-owned Nevada corporation (SEC File No. 333-201314), engaged in the development of real estate in the Temecula, California, area. From From July 1998 to December 2002, Mr. Qin served as the President of eFastTeam International, Inc. located in Los Angeles, California. From June 1992 to December 1997, he served as the president of LA Import & Export Company located in Los Angeles, California. In May 1991, Mr. Qin earned an MBA from Emporia State University in Kansas. In May 1982, Mr. Qin graduated from Jiangxi Engineering Institute, located in Nanchang, China, with a major in Mechanical Engineering.

Mr. Qin has been serving as the Company’s president, chief executive officer and chairman of the Board of Directors since November 2007. Since January 2004, Mr. Qin has been serving as the president of EFT BioTech, Inc. From July 1998 to December 2002, Mr. Qin served as the President of eFastTeam International, Inc. located in Los Angeles, California. From June 1992 to December 1997, he served as the president of LA Import & Export Company located in Los Angeles, California. In May 1991, Mr. Qin earned an MBA from Emporia State University in Kansas. In May 1982, Mr. Qin graduated from Jiangxi Engineering Institute, located in Nanchang, China, with a major in Mechanical Engineering.32

William E. Sluss. Mr. Sluss has been serving as the Company’s corporate controller since August 2010 and was promoted to the position of chief financial and accounting officer in October 2012. Since September 2014, Mr. Sluss has been chief financial officer and, since March 2016, has been a member of the board of directors of Heavenstone Corp. Mr. Sluss has twenty years of experience providing financial, operational and managerial expertise for companies in both the private and public sectors. His background includes experience in the banking, manufacturing, nuclear and logistics industries. He has extensive experience with SEC reporting companies and U.S. GAAP, including acting as the controller during the successful initial public offering of Heritage Federal Bank, FSB (NYSE). His experience includes four years with Quebecor Printing (one of the world’s largest printers of bibles and textbooks) and two years with Flour City International (a U.S. publicly traded (Nasdaq) construction /manufacturing company). In 2002, Mr. Sluss joined Studsvik, Inc. (a publicly traded nuclear service company (Stockholm Exchange) headquartered in Stockholm, Sweden) as its chief financial officer for the U.S. operations. Mr. Sluss has extensive experience with IFRS over his career while working for several international companies. In addition, throughout his career, Mr. Sluss has worked closely with the world’s largest accounting firms (e.g., KPMG and PricewaterhouseCoopers), serving as the main contact with those firms. He also has extensive experience with the COSO framework and SOX compliance. Mr. Sluss received a Bachelor of Science Degree in Accounting from the University of Virginia’s College at Wise in 1990 and became a licensed Certified Public Accountant (“CPA”) in the same year.

Visman Chow. Mr. ~~Sluss~~Visman Chow has ~~been~~served ~~serving~~ as ~~the~~member ~~Company’s corporate~~of ~~controller since August 2010 and was promoted to~~ the ~~position~~Board of ~~chief~~Directors ~~financial~~since ~~and~~July ~~accounting~~2009. ~~officer~~Since inJuly ~~October~~2016, ~~2012.~~ Mr. ~~Sluss~~Chow has ~~twenty~~been ~~years~~Chairman of ~~experience~~the ~~providing~~Board ~~financial,~~of ~~operational and managerial expertise for companies in both the private~~Directors ~~and~~of ~~public~~Heavenstone ~~sectors~~Corp. ~~His~~From ~~background~~1993 ~~includes~~to ~~experience in the banking~~2012, ~~manufacturing, nuclear and logistics industries~~Mr. HeChow ~~has extensive~~served ~~experience with SEC reporting companies and U.S. GAAP, including acting~~ as the ~~controller~~chief ~~during~~lending ~~the~~officer ~~successful~~and ~~initial public~~a ~~offering~~director of ~~Heritage~~Universal ~~Federal~~ Bank~~, FSB (NYSE)~~. ~~His experience includes four years with Quebecor Printing (one of the world’s~~Between ~~largest~~1983 ~~printers of bibles~~ and ~~textbooks)~~1993 ~~and two years with Flour City International (a U.S. publicly traded (Nasdaq) construction /manufacturing company). In 2002,~~ Mr. ~~Sluss~~Chow ~~joined~~was ~~Studsvik, Inc. (a publicly traded nuclear service company (Stockholm Exchange) headquartered in Stockholm, Sweden) as its chief financial officer for~~ the ~~U.S.~~president ~~operations.~~of ~~Mr.~~Unieast ~~Sluss~~Financial ~~has extensive experience with IFRS over his career while working for several international companies~~Corporation. InFrom ~~addition,~~1979 ~~throughout~~to ~~his career~~1983, Mr. ~~Sluss~~Chow ~~has worked~~was ~~closely~~ with ~~the~~Union ~~world’s~~Bank ~~largest accounting firms (e.g., KPMG and PricewaterhouseCoopers), serving as the main contact~~where ~~with~~he ~~those~~managed ~~firms. He also has extensive experience with the COSO framework and SOX compliance. Mr. Sluss received~~ a ~~Bachelor~~commercial ~~of Science~~real ~~Degree~~estate inportfolio ~~Accounting from the University~~ of ~~Virginia’s~~approximately ~~College~~$50 ~~at Wise in 1990 and became a licensed Certified Public Accountant (“CPA”) in the same year~~million.

~~Visman~~Hu ~~Chow~~Xiaobao. Mr. Hu was, from 2004 to 2015, a partner in the U.S. venture capital firm iGlobe Partners, where he established and managed a portfolio of successful investments. For more than the past 10 years, Mr. Hu has served in the leadership of the Shanghai Science and Technology Investment Corporation and at the Shanghai Institute of Laser Technology, where his responsibilities include oversight of activities in five countries and several key scientific and technological projects in Shanghai. Mr. Hu graduated from the Department of Modern Mechanics, China University of Science and Technology. He served as a technical director of the Chinese Academy of Sciences and Shanghai Institute of Science and Technology and has over 40 years of experience in advising companies with respect to technical management, operation and venture capital matters.

MrPyng Soon. ~~Visman~~Since ~~Chow~~January 2009, Mr. Soon has served as ~~member~~general counsel to our company. Mr. Soon also served as chairman of the Board of Directors ~~since~~of ~~July~~Excalibur International ~~2009.~~Marine ~~From~~Corporation, ~~1993~~a toformer ~~2012~~subsidiary of our company, Mrfrom January 2010 to August 2010. ~~Chow~~Prior ~~served~~to asjoining ~~the~~our ~~chief~~company, Mr. ~~lending~~Soon ~~officer~~was a sole practitioner and aof ~~director~~counsel to Murchison & Cumming, LLP, focused his practice in the areas of ~~Universal~~international ~~Bank.~~law, ~~Between~~business ~~1983~~litigation and ~~1993~~business transactions. Mr. ~~Chow~~Soon ~~was~~earned ~~the~~his ~~president~~Bachelor’s ofDegree ~~Unieast~~in ~~Financial~~Science ~~Corporation.~~from ~~From~~Lincoln ~~1979~~Memorial University, tohis ~~1983~~Master’s Degree in Science from East Tennessee State University, ~~Mr.~~and ~~Chow~~his ~~was~~Juris ~~with~~Doctor ~~Union~~degree from University ~~Bank~~of ~~where~~West heLos ~~managed~~Angeles School of Law. Mr. Soon is licensed as a ~~commercial~~Certified ~~real~~Public ~~estate~~Accountant ~~portfolio~~in ofthe ~~approximately~~State ~~$50~~of ~~million~~California.

~~Norman~~Board Koof Directors

~~Mr.~~During ~~Norman Ko has served as a member of~~ the ~~Board~~fiscal ofyear ~~Directors~~ended ~~since~~March ~~July 2009. He is a certified public accountant (“CPA”) practicing in California. He received~~31, ~~a Bachelor of Science degree from York University~~2017, ~~Toronto,~~our ~~Canada~~full ~~and~~board ~~later~~of ~~received~~directors aheld ~~graduate~~meetings ~~degree~~on intwo ~~business administration from the University of San Francisco~~occasions.

23Audit Committee

~~Pyng~~Our ~~Soon~~two independent directors, Visman Chow and Hu Xiaobao, serve as the Audit Committee of our Board of Directors, with Mr. Chow serving as chairman. Neither of Messrs. Chow and Xiaobao qualifies as an “audit committee financial expert.” However, our company is not currently subject to any law, rule or regulation that requires our Audit Committee to include an audit committee financial expert.

~~Since~~Compensation January 2009, Mr. Soon has served as general counsel to the Company. Mr. Soon also served as chairman of the board of directors of Excalibur International Marine Corporation from January 2010 to August 2010. Prior to joining the Company, Mr. Soon was a sole practitioner and a counsel to Murchison & Cumming, LLP from 2006 and focused his practice in the areas of international law, business litigation and business transactions. Mr. Soon earned his bachelor’s degree in science from Lincoln Memorial University, his master’s degree in science from East Tennessee State University, and his Juris Doctor degree from University of West Los Angeles School of Law. Mr. Soon is a licensed certified public accountant.Committee

~~Mr.~~Our ~~Chow~~full ~~and~~Board ~~Mr.~~of KoDirectors ~~are~~acts ~~independent~~as ~~directors~~the asCompensation ~~that~~Committee. ~~term~~During isthe ~~defined~~year inended ~~Section~~March ~~803.A~~31, 2017, all of ~~the~~our ~~NYSE~~directors ~~Amex~~participated ~~Company~~in ~~Guide.~~deliberations Mrconcerning executive officer compensation. ~~Chow~~During ~~and~~the ~~Mr.~~year Koended March 31, 2017, none of our directors was a member of the ~~Company’s~~compensation ~~two~~committee ~~independent~~or ~~directors,~~a ~~and~~director ~~Mr.~~of ~~Jack~~another ~~Jie~~entity, ~~Qin~~which ~~act~~other asentity had one of its ~~audit~~executive ~~committee.~~officers ~~Mr.~~serving ~~Norman~~as Koone isof ~~the~~our ~~Company’s~~directors ~~“audit~~or ~~committee~~as ~~financial~~a member ~~expert”~~of asour ~~that~~Compensation ~~term~~Committee. Our company is ~~defined~~not incurrently ~~the~~subject ~~rules~~to ~~and~~any ~~regulations~~law, rule or regulation that requires that our Board of ~~the~~Directors ~~Securities~~establish ~~and~~a ~~Exchange~~Compensation ~~Commission~~Committee.

Independence of Board of Directors

Two of our directors, Visman Chow and Hu Xiaobao, are independent directors as that term is defined in Section 803.A of the NYSE Amex Company Guide. However, our company is not currently subject to any law, rule or regulation that requires that our Board of Directors include “independent” directors.

Compensation of Directors

Each independent director receives an annual fee of $24,000 for his services as such. In addition, the chairman of our Audit Committee is paid an additional annual fee of $24,000 for his services as chairman. The following table sets forth all compensation paid to our directors, during the year ended March 31, 2017.

Name of Director	Fees Paid in Cash		Stock Awards		Option Awards		Total Compensation
Visman Chow	$	24,000	$	-0-	$	-0-	$	24,000

Norman Ko (1)	$	48,000	$	-0-	$	-0-	$	48,000

(1)

Mr. Ko served as chairman of the Audit Committee. Mr. Ko resigned from our Board of Directors in April 2017.

Our directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with their serving as a director.

Code of Ethics

~~The~~Our ~~Company~~Board ~~currently~~of Directors has adopted a Code of Business Conduct ~~for~~that ~~its~~applies to our directors, principal executive officers and staff. ~~The~~Our ~~Company’s~~ Code of Business Conduct will be sent, without charge, to any person requesting a copy ~~of the same~~thereof. To request a copy, please send a letter toof ~~the~~request ~~Company~~to us at ~~its~~ or address on the cover page of this ~~report~~Annual Report on Form 10-K.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Exchange Act requires ~~the~~a ~~Registrant~~registrant’s directors, ~~and~~ officers, and persons who beneficially own ~~more than~~ 10% or more of a registered class of ~~the~~a ~~Registrant~~registrant’s equity securities, to file, with the SEC, reports of beneficial ownership and changes in beneficial ownership of ~~the~~such ~~Registrant~~registrant’s ~~securities~~ ~~with~~securities ~~the SEC~~ on Forms 3, 4 and 5. Officers, directors and greater than 10% ~~stockholders~~shareholders are required ~~by SEC regulation~~ to furnish the ~~Registrant~~registrant with copies of all Section 16(a) forms ~~they~~filed ~~file~~by them.

As of the date of this Annual Report on Form 10-K, Jack Jie Qin, William E. Sluss, Visman Chow, Norman Ko, a former director, Hu Xiaobao and Pyng Soon have not filed any required forms under Section 16(a).

Limitation of Liability and Indemnification

Our Articles of Incorporation, as amended, provide that we shall indemnify our directors and officers to the fullest extent permitted by Nevada law and that none of our directors will be personally liable to our company or our shareholders for monetary damages for breach of fiduciary duty as a director, except for liability:

•

for any breach of the director’s duty of loyalty to our company or our shareholders;

•

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;

•

under Nevada law for the unlawful payment of dividends; or

•

for any transaction from which the director derives an improper personal benefit.

These provisions require us to indemnify our directors and officers unless restricted by Nevada law and eliminate our rights and those of our shareholders to recover monetary damages from a director for breach of his fiduciary duty of care as a director except in the situations described above. The limitations summarized above, however, do not affect our ability or that of our shareholders to seek non-monetary remedies, such as an injunction or rescission, against a director for breach of his fiduciary duty.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Committee ~~Interlocks and Insider Participation~~

~~The~~Our ~~Company’s~~full Board of Directors acts as ~~its~~ the compensation committee. During the year ended March 31, ~~2016~~2017, all of the Company’s directors participated in ~~deliberations~~ deliberations concerning executive officer compensation. During the year ended March 31, 2017, none of our directors was a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of our directors or as a member of our compensation committee. Our company is not currently subject to any law, rule or regulation that requires that our Board of Directors establish a Compensation Committee.

During the year ended March 31, 2016, none of the Company’s directors were members of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of the Company’s directors or as a member of its compensation committee.

Compensation Discussion and Analysis

The goal of the Company’s executive officers’ compensation levels is to motivate the officers to create long-term value for its stockholders. Toward this goal, the Company establishes compensation levels based on its executive officers’ relevant experience and leadership skills. In addition, the Company considers the executive officers’ ability and likelihood of contributing to its growth and success. The Company also takes into account comparable salary ranges at similar companies in order to attract and retain its executive officers.

The Company does not have a formula or benchmark or necessarily react to short-term changes in business performance when reviewing its executive officers’ salaries. The Company considers their past contributions, their ability to work cohesively with its management team and its expectations regarding their future performance. The Company’s executive officers have an active role in the determination of their compensation and the Company takes into account their opinions and expectations.

Summary Compensation Table

The following table shows, in summary form, the compensation received by (ia) ~~the~~our ~~Company’s~~Principal ~~Chief~~ Executive ~~and~~Officer, (b) our Principal Financial ~~Officers~~Officer and (iic) by each other executive officer who received compensation in excess of $100,000 during the fiscal years ended March 31, ~~2016~~2017 and ~~2015~~2016.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Jack Jie Qin		2017		242,000		-0-		-0-		-0-		-0-		-0-		-0-		242,000
(Principal Executive Officer)		2016		236,083		-0-		-0-		-0-		-0-		-0-		-0-		236,083

Pyng Soon		2017		39,049		-0-		-0-		-0-		-0-		-0-		-0-		39,049
(General Counsel)		2016		48,812		-0-		-0-		-0-		-0-		-0-		-0-		48,812

William E. Sluss		2017		115,933		-0-		-0-		-0-		-0-		-0-		-0-		115,933
(Principal Financial Officer)		2016		120,764		-0-		-0-		-0-		-0-		-0-		-0-		120,764

Name and Principal Position	Fiscal Year Ended March 31,		Salary(1)		Total(2)
Jack Jie Qin		2016	$	236,083	$	236,083
(Principal Executive Officer)		2015	$	50,000	$	50,000
Pyng Soon(3)		2016	$	48,812	$	48,812
(General Counsel)		2015	$	136,675	$	136,675
Bill Sluss (4)		2016	$	120,764	$	120,764
(Principal Financial Officer)		2015	$	115,933	$	115,933

(1)

The dollar value of base salary (cash and non-cash) earned and any bonus (cash and non-cash) earned.

	(1)	The dollar value of base salary (cash and non-cash) earned and any bonus (cash and non-cash) earned.
	(2)	To date, the Company has not adopted a stock option plan, a stock bonus plan or any other type of incentive plan. The Company has not issued any options to its executive officers, directors or employees or paid them other payments.
	(3)	Pyng Soon was appointed as the general counsel of the Company in January 2009.
	(4)	Bill Sluss was appointed as the Company’s corporate controller since August 2010, appointed as interim principal financial and accounting officer in November 2011, and promoted to be principal financial and accounting officer in October 2012.

(2)

To date, the Company has not adopted a stock option plan, a stock bonus plan or any other type of incentive plan. The Company has not issued any options to its executive officers, directors or employees or paid them other payments.

Employment Agreements

Please see Note 16 to the Consolidated Financial Statements contained in Item 8 for disclosures with respect to the employment agreements to which certain of the named executive officers described in the above Summary Compensation Table are subject.

Compensation of Directors during Fiscal Year Ended March 31, 2016

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Total
Visman Chow	$	24,000		0		0		24,000
Norman Ko	$	48,000		0		0		48,000

Each non-management director receives an annual fee of $24,000 with the Chairman of the Company’s Audit Committee receiving an additional $24,000. Mr. Norman Ko served as the chairman of the Company’s audit committee during the fiscal year ended March 31, 2016. The Company’s directors are also reimbursed for reasonable out-of-pocket expenses incurred in connection with attendance at director and committee meetings.

Stock Option and Bonus Plans

To date, ~~the~~we ~~Company~~have ~~has~~ not adopted a stock option plan, a stock bonus plan or any other type of incentive plan., ~~The~~nor ~~Company~~have ~~has~~we ~~not~~ issued any options to its executive officers, directors or employees.

Long-Term Incentive Plans

~~The~~We ~~Company~~do ~~does~~ not have any pension, stock appreciation rights, long- term incentive or other plans. ~~The~~While ~~Company~~there ~~may~~is ~~implement~~no ~~these~~current ~~plans~~intention atto ado ~~future date~~so, ~~although it~~we ~~has~~may noimplement ~~present~~one ~~intentions~~or tomore dosuch soplan at a future date.

Employee Pension, Profit Sharing or other Retirement Plans

~~The~~Currently, ~~Company~~we ~~does~~do not have a defined benefit, pension plan, profit sharing or other retirement plan, although itwe may adopt one or more of such plans in the future.

~~Report~~Employment ofContracts ~~the~~and ~~Board~~Termination of ~~Directors~~Employment and Change in Control Agreements

~~The~~Employment ~~Board~~Agreement of– ~~Directors~~Jack ~~(which functions~~Jie asQin. ~~the~~In ~~Compensation~~January ~~Committee)~~2009, ~~has~~we ~~reviewed~~entered ~~and~~into ~~discussed~~an ~~the~~employment ~~Compensation~~agreement ~~Discussion~~with ~~and~~our ~~Analysis~~President, ~~with~~Jack ~~management~~Jie Qin. ~~Based~~Mr.Qin’s ~~on that~~employment ~~review~~agreement ~~and~~had ~~discussion,~~an ~~the~~initial ~~Board~~term ~~has~~of ~~determined~~seven ~~that~~years ~~the~~and ~~Compensation~~it ~~Discussion~~now ~~and~~renews ~~Analysis~~automatically befor ~~included~~successive inone-year ~~the~~periods. ~~Annual~~This ~~Report~~employment onagreement ~~Form~~may ~~10-K~~be ~~for~~terminated ~~the~~by ~~year~~us ~~ended~~or ~~March~~Mr. ~~31,~~Qin ~~2016~~on 60 days’ written notice.

~~The~~During ~~Board~~the initial seven-year period of his ~~Directors~~employment ~~Jack~~agreement, ~~Jie~~Mr. Qin ~~Visman~~was ~~Chow~~paid ~~Norman~~an Koannual base salary of $200,000 per year, plus such additional amounts as determined by our Compensation Committee. Mr. Qin is eligible to receive an annual bonus pursuant to the executive bonus scale in effect for our executive employees. During Fiscal 2017 and Fiscal 2016, Mr. Qin was paid $242,000 and $236,083, respectively, under his employment agreement.

2535

In the event that Mr. Qin’s employment is terminated by us without cause or if Mr. Qin terminates his employment agreement for good reason, or if, following a change in control, Mr. Qin’s employment is terminated or not renewed, we are obligated to pay Mr. Qin an amount equal to twice the total of his annual base salary and his target bonus as established by our Compensation Committee and to maintain his benefits for a period of two years. If we elect not to renew Mr. Qin’s employment agreement, we are obligated to pay Mr. Qin an amount equal to the total of his annual base salary and his target bonus as established by our Compensation Committee and to maintain his benefits for a period of one year.

Change-in-Control Agreements. We have no compensatory plan or arrangement that results, or will result, from the resignation, retirement or any other termination of an executive officer’s employment or from a change in control or a change in an executive officer’s responsibilities following a change in control.

Outstanding Option Awards at Year End

The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity incentive plan awards outstanding at March 31, 2017, for each named executive officer.

Outstanding Equity Awards at Fiscal Year-End

Option Awards

Stock Awards

Name

Number of

Securities
Underlying
Unexercised

Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unex-

ercisable

Equity
Incentive

Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)

Option

Exer-
cise
Price
($)

Option
Expiration
Date

Number
of Shares

or Units
of Stock
That
Have
Not
Vested
(#)

Market

Value of
Shares
or Units
of Stock That
Have
Not
Vested
($)

Equity
Incentive
Plan
Awards:
Number of
Unearned

Shares,
Units or
Other
Rights That
Have Not
Vested

(#)

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or

Other
Rights
That
Have Not
Vested ($)

Jack Jie Qin

—

Pyng Soon

—

William E. Sluss

—

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table ~~shows~~sets forth, as of the date hereof, information regarding beneficial ownership of ~~the~~our ~~Company’s~~capital ~~common~~ stock asby of(a) ~~March~~each 31person, ~~2016~~or group of affiliated persons, known by us to be the beneficial owner of more than five percent (i5%) of any class of our voting securities; (b) each of ~~its~~our directors; (c) ~~and~~each of the named executive officers,; and (iid) all directors and executive officers as a group. ~~and~~Beneficial ~~(iii)~~ownership ~~each~~is ~~owner~~determined in accordance with the rules of ~~more~~the ~~than~~SEC, 5%based on voting or investment power with respect to the securities. In computing the number of ~~its~~shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying warrants and other convertible securities held by that person are deemed to be outstanding if the warrants or other convertible securities are exercisable within 60 days of the date hereof. Specifically, in the table below, it is assumed that all outstanding convertible notes and warrants will be converted and exercised, respectively, within 60 days from the date of this Annual Report. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect a person=s actual voting power at any particular date.

Name	Number of Shares Beneficially Owned		Percent of Shares Outstanding
Jack Jie Qin		1,000		*
William E. Sluss		—		—
Visman Chow		—		—
Norman Ko		—		—
Pyng Soon		—		—
Dragon Win Management, Ltd.(1)		52,099,000		68.57	%
Officers and directors as a group (5 persons)		1,000		*

Except as indicated in the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Unless otherwise indicated, the address for each of the shareholders in the table below is c/o EFT Holdings, Inc., 17800 Castleton Street, Suite 300, City of Industry, California 91748.

	Beneficially Owned
Name and Address of Beneficial Owner	Shares		Percent (1)
Executive officers and directors
Jack Jie Qin		1,000		*
All directors and executive officers, as a group (5 persons)		1,000		*

5% Owners		52,099,000		68.57	%
Dragon Win Management Ltd. (2)

Less than 1%.

(1)~~Liu~~ ~~Dong~~Based ~~Xin~~on ~~and~~75,983,201 ~~Zhang~~shares ~~Ming are the controlling persons of Dragon Win~~outstanding.

(2)

Liu Dong Xin and Zhang Ming are the controlling persons of this entity. This entity’s address is Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.

Due to the ownership by Dragon Win of more than 50% of the Company’s common stock, which includes the right to vote a majority of the shares at any meeting of its shareholders, the Company is a controlled corporation, as that term is defined in Section 801(a) of the NYSE Amex Company Guide.

The address of each shareholder listed above, with the exception of Dragon Win, is in care of the Company at 17800 Castleton St., Suite 300, City of Industry, CA 91748. The address of Dragon Win is Palm Grove Houses, P.O. Box 438, Road Town, Tortola, British Virgin Islands.

~~See~~Advance ~~Item 7 of this report (Capital Resources and Liquidity subsection) for information concerning the Company’s outstanding loans~~ to ~~Excalibur International Marine Corporation.~~Officer

~~See~~During ~~Note~~the 7 fourth quarter of ~~the~~Fiscal ~~Notes~~2016, we advanced $1,000,000 to our President, Jack Jie Qin, for the prepayment of certain anticipated business development expenses ~~Consolidated~~related ~~Financial~~to ~~Statements~~business ~~contained~~activities inplanned ~~Item~~by 8our ~~for~~company. ~~information~~This ~~concerning~~$1,000,0000 ~~the~~advance ~~Company’s~~was ~~loan~~returned to ~~Yeuh-Chi~~us ~~Liu~~during ~~and~~ the ~~related~~first ~~transactions~~quarter ~~with~~of Fiscal ~~EFT~~2017, ~~Assets~~when ~~Limited,~~it ~~JFL~~was ~~Capital~~determined ~~Limited~~that ~~and~~none ~~Wendy~~of ~~Qin~~the previously anticipated expenses was to be incurred.

~~Any~~EFT ~~proposed~~(HK) ~~transaction with a related party is reviewed by the Company’s Board of Directors~~Ltd. In reviewing the proposed transaction, the Board considers the related party’s relationship with the Company, all conflicts of interest that may exist or otherwise arise on account of the transaction, the material facts relating to the proposed transaction, and whether the transaction is on terms comparable to those that could be obtained in arms-length dealing with an unrelated third party.Lease

AsOur ~~set~~subsidiary, ~~forth~~EFT in(HK) ~~Item~~Ltd. 10(“EFT (HK)”), ~~each~~leases approximately 2,500 square feet of ~~Mr.~~office ~~Chow~~space in a Hong Kong building owned, in part, by Wendy Qin, a director of EFT (HK) and Mrthe sister of our President, Jack Jie Qin. KoDuring ~~are~~the ~~independent~~years ~~directors~~ended asMarch ~~that~~31, ~~term~~2017 isand ~~defined~~2016, we paid rent to the building owners in ~~Section~~the ~~803.A~~amount of ~~the~~$-0- ~~NYSE~~and ~~Amex~~$42,893, ~~Company~~respectively. ~~Guide~~The lease was terminated on June 24, 2015.

EFT Assets Limited

We use the “EFT” name, a trademark owned and licensed to us by EFT Assets Limited (EFT Assets). EFT Assets is owned by Wendy Qin, who served as a director of one of our subsidiaries, EFT International Limited, a British Virgin Islands corporation, until March 2015. Ms. Qin is the sister of our President, Jack Jie Qin. Under the agreement with EFT Assets, we are required to pay a minimum annual royalty to EFT Assets of $500,000. The required annual royalty payment increases, should we obtain certain levels of gross sales, as follows: 5% of the first $30 million of gross sales; 4% of the $10 million of gross sales in excess of $30 million; 3% of the $10 million of gross sales in excess of $40 million; 2% of the $10 million of gross sales in excess of $50 million; and 1% of the $10 million of gross sales in excess of $60 million. For each of the years ended March 31, 2017 and 2016, we were obligated to pay EFT Assets the amount of $500,000 as a royalty. However, we have not paid such royalties in full, and unpaid amounts have been accrued in our consolidated financial statements.

JFL Capital Limited

In March 2010, our subsidiary, EFT International Ltd., entered into a consulting agreement with JFL Capital Limited (“JFL Capital”), a company for which Wendy Qin, the sister of our President, Jack Jie Qin, serves as a director and of which she is a principal shareholder. Under this consulting agreement, which may be terminated by us or JFL Capital on three months’ notice, JFL Capital provides consulting services with respect to administration, financial matters, corporate planning and business development. For the year ended March 31, 2017, we recorded an expense of $405,000 for consulting fees and paid $97,500 to JFL. The balance of consulting fees payable to JFL was $405,000 as of March 31, 2017. For the year ended March 31, 2016, we recorded an expense of $390,000 for consulting fees and paid $386,250 to JFL. The balance of consulting fees payable to JFL was $97,500 as of March 31, 2016.

Policy Regarding Related-Party Transactions

Any proposed transaction with a related party is reviewed by our Board of Directors. In reviewing the proposed transaction, the Board considers the related party’s relationship with our company, all conflicts of interest that may exist or otherwise arise on account of the proposed transaction, the material facts relating to the proposed transaction and whether the transaction is on terms comparable to those that could be obtained in arms-length dealing with an unrelated third party.

Director and Officer Indemnification

Our Articles of Incorporation, as amended, contain provisions limiting liability of directors.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Paritz & Company P.A. audited ~~the~~our ~~Company’s~~ financial statements for the years ended March 31, ~~2016~~2017 and ~~2015~~2016. The following table ~~shows~~sets forth the aggregate fees billed to ~~the~~our ~~Company~~company during the years ended March 31, ~~2016~~2017 and ~~2015~~2016, by Paritz & Company P.A. for audit and other services.

	2016		2015
	2017		2016
Audit Fees	$	55,000	$	65,000
Audit fees	$	51,000	$	55,000
Audit-Related Fees		-		-
Audit-related fees		-0-		-0-
Tax Fees		-		-
Tax		-0-		-0-
All Other Fees		-		-
All other fees		-0-		-0-

Audit fees represent amounts billed for professional services rendered for the audit of ~~the~~our ~~Company’s~~ annual financial statements and the review of ~~its~~our interim financial statements. Audit -related fees represent fees paid for review of responses to SEC comments. All other fees represent out -of -pocket expenses. Before ~~Paritz~~we ~~and Anderson Bradshaw were~~ engaged byParitz ~~the~~& Company P.A. to render these services, ~~the~~such engagement was approved by ~~the~~our ~~Company’s~~Board of Directors.

2638

~~PART~~ITEM IV15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

~~ITEM~~The ~~15.~~following ~~EXHIBITS~~documents ~~AND~~are ~~FINANCIAL~~filed ~~STATEMENT~~as ~~SCHEDULES.~~part of this Annual Report:

~~(a)~~1. ~~The~~Financial ~~following documents are filed as part of this report:~~Statements

~~(1)~~• ~~Financial~~Report ~~Statements~~of Independent Registered Public Accounting Firm

~~The~~• ~~consolidated~~Consolidated ~~financial~~Balance ~~statements filed~~Sheets as ~~part~~ of ~~this~~March ~~Annual~~31, ~~Report~~2017 onand ~~Form 10-K are located as set forth in the index on page F-1 of this Report.~~ 2016

~~(2)~~• Consolidated ~~Financial~~Statements ~~Statement~~of ~~Schedule:~~Operations for the Fiscal Years Ended March 31, 2017 and 2016

~~Not~~• ~~applicable.~~Consolidated Statements of Comprehensive Income/Loss for the Fiscal Years Ended March 31, 2017 and 2016

• Consolidated Statements of Stockholders’ Equity (3Deficiency) ~~Exhibits~~for the Fiscal Years Ended March 31, 2017 and 2016

~~The~~• ~~list~~Consolidated Statements of ~~exhibits included~~Cash inFlows for the ~~below~~Fiscal ~~Exhibit~~Years ~~Index~~Ended isMarch ~~hereby~~31, ~~incorporated~~2017 ~~herein~~and ~~by reference.~~2016

~~SIGNATURES~~• Notes to Consolidated Financial Statements

~~Pursuant~~2. toFinancial ~~the~~Statement ~~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.~~Schedules

	EFT HOLDINGS, INC.
	By:	/s/ Jack Jie Qin
		Jack Jie Qin, Principal Executive Officer
	Date: July 13, 2016

Other schedules and exhibits are omitted because the required information either is not applicable or is shown in the financial statements or the notes thereto.

~~POWER~~3. OFExhibits ~~ATTORNEY~~Required to be Filed by Item 601 of Regulation S-K and Filed Herewith

~~KNOW~~The ~~ALL~~exhibits ~~PERSONS~~filed BYas ~~THESE~~part ~~PRESENTS, that each person whose signature appears below constitutes and appoints Jack Jie Qin his attorney-in-fact and agent, with the power~~ of ~~substitution, for him in any and all capacities, to sign any and all amendments to~~ this Annual Report on Form 10-K, ~~and~~are toset ~~file the~~forth ~~same,~~on ~~with~~the ~~exhibits~~Exhibit ~~thereto~~Index ~~and~~immediately ~~other~~following ~~documents in connection therewith, with~~ the ~~Securities~~Signatures ~~and~~of ~~Exchange~~this ~~Commission,~~Annual ~~hereby ratifying~~Report ~~and~~on ~~confirming all that said attorney~~Form 10-~~in-fact,~~K. orThe ~~substitutes,~~Exhibit ~~may~~Index dois orincorporated ~~cause~~herein ~~to be done~~ by ~~virtue hereof~~reference.

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.39

Signature	Title	Date
/s/ Jack Jie Qin	Director and Principal	July 13, 2016
Jack Jie Qin	Executive Officer
/s/ William E. Sluss	Principal	July 13, 2016
William E. Sluss	Financial and Accounting Officer
/s/ Visman Chow
Visman Chow	Director	July 13, 2016
/s/ Norman Ko
Norman Ko	Director	July 13, 2016

EFT HOLDINGS, INC. AND SUBSIDIARIES

27INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

~~Index~~Table toof ~~Exhibits~~Contents

Exhibit No.:	Description:
	Page
3.1(1)	Articles of Incorporation of GRG, Inc. (now EFT Holdings, Inc.).
Report of Independent Registered Public Accounting Firm	F-1
3.1.1(1)	Articles of Merger filed December 28, 2004 between HumWare Media Corporation, World Wide Golf Web, Inc. and GRG, Inc.
Consolidated Balance Sheets as of March 31, 2017 and 2016	F-2
3.1.2(1)	Certificate of Amendment, effective November 7, 2007, to the Articles of Incorporation of HumWare Media Corporation
Consolidated Statements of Operations for the Fiscal Years Ended March 31, 2017 and 2016	F-3
3.1.3(9)	Articles of Merger filed December 13, 2010 between QCSC, Inc. and EFT Biotech Holdings, Inc.
Consolidated Statements of Comprehensive Income/Loss for the Fiscal Years Ended March 31, 2017 and 2016	F-4
3.2(3)	By-laws
Consolidated Statements of Stockholders’ Equity (Deficiency) for the Fiscal Years Ended March 31, 2017 and 2016	F-5
4.1(1)	Form of Common Stock Certificate
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2017 and 2016	F-6
4.2(1)	Form of Warrant to purchase one share of Common Stock for a purchase price of $3.80 per share until the second anniversary date of the date of issuance
Notes to Consolidated Financial Statements	F-7
10.1(3)	Share Exchange Agreement, dated as of the 1st day of November, 2007, by and among EFT Holdings, Inc. (formerly HumWare Media Corporation), a Nevada corporation; certain EFT Shareholders and EFT BioTech Corporation, a Nevada corporation
10.2(2)	Subscription Agreement for Units in connection with the Registrant’s Regulation S Private Placement
10.3(3) +	Employment Agreement, dated May 10, 2008, between EFT BioTech Holdings, Inc. and Sharon Tang
10.4(5)	$500,000 Loan Agreement (the “Agreement”), dated November 24, 2008 , between the EFT Biotech Holdings, Inc. (as the lender), EFT Investment Co., LTD., and Excalibur International Marine Corporation (as the borrower).
10.5(5)	First Extension of $500,000 Loan, dated December 25, 2008
10.6(5)	Second Extension of $500,000 Loan, dated May 25, 2009
10.7(6)	$2,000,000 Loan Agreement and promissory note, dated September 23, 2008, between the EFT Biotech Holdings, Inc. (as the lender), EFT Investment Co., LTD., and Excalibur International Marine Corporation (as the borrower) (the “$2,000,000 Loan Agreement”)
10.8(5)	First Extension of $2,000,000 Loan Agreement, dated November 25, 2008
10.9(5)	Second Extension of $2,000,000 Loan Agreement, dated May 25, 2009
10.10(6)	$600,000 Loan Agreement, dated May 13, 2009, between the EFT Biotech Holdings, Inc. (as the lender), EFT Investment Co., LTD., and Excalibur International Marine Corporation (as the borrower) (the “600,000 Loan Agreement”).
10.11(6)	Addendum to $600,000 Loan Agreement, dated May 13, 2009, between the EFT Biotech Holdings, Inc. (as the lender), EFT Investment Co., LTD., and Excalibur International Marine Corporation (as the borrower).
10.12 (7)	$330,000 Loan Agreement, dated July 14, 2008, between EFT BioTechHoldings, Inc. (lender) and Yeuh-Chi Liu (borrower)
10.13 (7)	Addendum to $330,000 Loan Agreement, dated July 15, 2008, between BioTech Holdings, Inc. and Yeuh-Chi Liu
10.14 (7)	$1,567,000 Loan Agreement, dated July 25, 2008, between BioTech Holdings, Inc. (lender) and Yeuh-Chi Liu (borrower)
10.15(8)	Subscription agreement, dated June 30, 2008, between EFT BioTechHoldings, Inc. and Excalibur International Marine Corporation
10.16(8)	Third Extension of $2,000,000 Loan Agreement with Excalibur International Marine Corporation

2840

10.17(8)	First Extension of the $600,000 Loan Agreement, dated November 13, 2010
10.18(8)	Extension of $500,000 loan with Excalibur International Marine Corporation
10.19(9)	Consultancy Agreement, dated March 31, 2010, between EFT International Limited and JFL Capital Limited
10.20(9)	Employment Agreement, dated January 1, 2009, between EFT Biotech Holdings Inc. and Jack Jie Qin
10.21(9)	Employment Agreement, dated January 1, 2009, between EFT Biotech Holdings Inc. and Pyng Soon
10.22(9)	English Translation of Form of Pre-sale Building Unit Purchase and Sale Agreement, A5 Building, Taipei Enterprise Headquarters Park
10.23(9)	English Translation of Agreement Regarding the “Pre-sale Building Unit Purchase and Sale Agreement, A5 Building, Taipei Enterprise Headquarters Park,” dated May 31, 2011, among Jack Jie Qin, Meifu Development Co., Ltd. and EFT Investment Co., Ltd.
10.24(9)	English Translation of Agreement Regarding the “Pre-sale Building Unit Purchase and Sale Agreement, A5 Building, Taipei Enterprise Headquarters Park,” dated May 31, 2011, among Jack Jie Qin, TransGlobe Life Insurance Inc. and EFT Investment Co., Ltd.
10.25(9)	English Translation of Amendment Agreement to the “Pre-sale Building Unit Purchase and Sale Agreement, A5 Building, Taipei Enterprise Headquarters Park,” dated July 1, 2011, among Jack Jie Qin, Meifu Development Co., Ltd. and EFT Investment Co., Ltd.
10.26(9)	English Translation of Amendment Agreement to the “Pre-sale Building Unit Purchase and Sale Agreement, A5 Building, Taipei Enterprise Headquarters Park,” dated July 1, 2011, among Jack Jie Qin, TransGlobe Life Insurance Inc. and EFT Investment Co., Ltd.
14.1(3)	Code of Ethics
21.1(9)	List of Subsidiaries
31	Rule 13a-14(a) Certifications
32	Section 1350 Certifications
101	The following materials from the EFT Holdings, Inc. Annual Report on Form 10-K for the year ended March 31, 2016, filed on July 13, 2016 formatted in Extensible Business Reporting Language (XBRL):
	● Consolidated Balance Sheets;
	● Consolidated Statements of Income;
	● Consolidated Statements of Comprehensive Income;
	● Consolidated Statements of Changes in Equity;
	● Consolidated Statements of Cash Flows, and
	● Related notes

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

+To ~~Management~~the ~~Contract.~~Stockholders and Board of Directors of

(1)	Filed as an exhibit to Form 10 (File No.: 001-34222) filed with the SEC on December 10, 2008 and incorporated by reference herein.
(2)	Filed as an exhibit to Form 10-Q for the quarter ended December 31, 2008 (File No.: 001-34222) filed with the SEC on February 13, 2009 and incorporated by reference herein.
(3)	Filed as an Exhibit to Amendment No. 1 to Form 10 (File No.: 001-34222) filed with the SEC on April 13, 2009 and incorporated by reference herein.
(4)	Filed as an Exhibit to Amendment No. 2 to Form 10 (File No.: 001-34222) filed with the SEC on April 21, 2009 and incorporated by reference herein.
(5)	Filed as an Exhibit to Form 10-K (File No.: 001-34222) filed with the SEC on July 17, 2009 and incorporated by reference herein.
(6)	Filed as an Exhibit to Amendment No. 4 to Form 10 (File No.: 001-34222) filed with the SEC on September 3, 2009 and incorporated by reference herein.
(7)	Filed as an Exhibit to Amendment No. 5 to Form 10 (File No.: 001-34222) filed with the SEC on October 19, 2009 and incorporated by reference herein.
(8)	Filed as an Exhibit to Amendment No. 9 to Form 10 (File No.: 001-34222) filed with the SEC on April 16, 2010.
(9)	Filed as an Exhibit to Form 10-K (File No.:000-53730) as filed with the SEC on August 25, 2011.

EFT Holdings, Inc.

29Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of EFT Holdings, Inc. ("the Company") as of March 31, 2017 and 2016, and the related consolidated statement of operations, comprehensive income (loss), stockholders’ equity (deficiency), and cash flows for the years in the two-year period ended March 31, 2017 and related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financial statements, the Company has negative working capital of $12,749,561 and an accumulated deficit of $61,442,712 at March 31, 2017. In addition, the Company has generated operating losses for the past two years. These circumstances, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Paritz & Company, P.A.

We have served as the Company’s auditor since 2014.

Hackensack, New Jersey

September 13, 2018

F-1

EFT HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	March 31, 2017			March 31, 2016
ASSETS
Current assets
Cash and cash equivalents	$	775,766		$	3,427,666
Securities available for sale		—			810,344
Inventories		127,410			221,439
Prepaid expenses		83,588			510,510
Related-party receivable		—			1,000,000
Other receivables		269,726			440,663
Total current assets		1,256,490			6,410,622
Property and equipment, net		4,285,406			10,129,691
Security deposit		32,604			357,408
Total assets	$	5,574,500		$	16,897,721
LIABILITIES AND EQUITY (DEFICIENCY)
Current liabilities
Accounts payable	$	824,893		$	2,013,078
Related-party payable		905,000			222,500
Commission payable		3,671,494			3,682,236
Other liabilities		5,282,559			6,601,774
Unearned revenues		3,202,076			3,201,936
Short-term loan		—			258,308
Contingent liabilities		120,029			205,087
Total liabilities		14,006,051			16,184,919
Equity (deficiency)
EFT Holdings, Inc. stockholders’ equity (deficiency):
Preferred stock, $0.001 par value, 25,000,000 shares authorized, none issued and outstanding		—			—
Common stock, $0.00001 par value, 4,975,000,000 shares authorized, 75,983,201 shares issued and outstanding		760			760
Additional paid-in capital		52,854,891			52,854,891
Accumulated deficit		(61,442,712	)		(51,997,694	)
Accumulated other comprehensive income (loss)		222,824			(86,495	)
Total EFT Holdings, Inc. stockholders’ equity (deficiency)		(8,364,237	)		771,462
Non-controlling interest		(67,314	)		(58,660	)
Total equity (deficiency)		(8,431,551	)		712,802
Total liabilities and equity (deficiency)	$	5,574,500		$	16,897,721

The accompanying notes are an integral part of these consolidated financial statements.

F-2

EFT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended
	March 31, 2017			March 31, 2016
Sales revenues, net	$	250,840		$	379,431
Shipping charges		25,091			61,941
Total revenues, net		275,931			441,372
Cost of sales		167,757			219,875
Shipping costs		1,753			18,140
Total cost of revenues		169,510			238,015
Gross profit		106,421			203,357
Operating expenses:
Selling, general and administrative expenses		2,842,496			5,883,322
Impairment of land and building		6,250,367			—
Provision for inventory obsolescence		47,965			25,612
Royalty expenses - related party		500,000			500,000
Total operating expenses		9,640,828			6,408,934
Operating loss		(9,534,407	)		(6,205,577	)
Other income (expense)
Interest income		35,093			72,915
Interest expense		(6,800	)		(50,249	)
Settlement of previously accrued interest for income tax		—			962,991
Settlement of previously written-off investment		—			9,438,208
Loss on disposal of securities available for sale (includes $10,071 and $13,356 accumulated other comprehensive income (loss) reclassifications for unrealized net gains on securities available for sale for the years ended March 31, 2017 and 2016, respectively)		(19,336	)		(30,404	)
Foreign exchange loss		(1,760	)		(854	)
Other income		57,611			30,652
Total other income		64,808			10,423,259
Income (loss) before income taxes		(9,469,599	)		4,217,682
Income tax expense (benefit)		(15,927	)		(4,079,612	)
Net income (loss)		(9,453,672	)		8,297,294
Loss from non-controlling interest		8,654			9,138
Net income (loss) attributable to EFT Holdings, Inc.	$	(9,445,018	)	$	8,306,432
Net income (loss) per common share attributable to EFT Holdings, Inc.
Basic and diluted	$	(0.12	)	$	0.11
Weighted average common shares outstanding
Basic and diluted		75,983,201			75,983,201

The accompanying notes are an integral part of these consolidated financial statements.

F-3

EFT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Year Ended
	March 31, 2017			March 31, 2016
Net income (loss)	$	(9,453,672	)	$	8,297,294
Other comprehensive income (loss)
Foreign currency translation adjustment		310,265			(71,230	)
Unrealized gain (loss) on securities available for sale		(946	)		3,913
Comprehensive income (loss)		(9,144,353	)		8,229,977
Less: Comprehensive loss attributable to non-controlling interests		(8,654	)		(9,138	)
Comprehensive income (loss) attributable to EFT Holdings, Inc.	$	(9,135,699	)	$	8,239,115

The accompanying notes are an integral part of these consolidated financial statements.

F-4

EFT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

	Common Stock
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficits			Accumulated Other Comprehensive Income (Loss)			Non-Controlling Interests			Total Stockholders’ Equity (Deficiency)
BALANCE, MARCH 31, 2015		75,983,201	$	760	$	52,854,891	$	(60,304,126	)	$	(19,178	)	$	(49,522	)	$	(7,517,175	)
Net income (loss)		—		—		—		8,306,432			—			(9,138	)		8,297,294
Unrealized gain on securities available for sale		—		—		—		—			3,913			—			3,913
Foreign currency translation adjustment		—		—		—		—			(71,230	)		—			(71,230	)
BALANCE, MARCH 31, 2016		75,983,201		760		52,854,891		(51,997,694	)		(86,495	)		(58,660	)		712,802
Net loss		—		—		—		(9,445,018	)		—			(8,654	)		(9,453,672	)
Unrealized loss on securities available for sale		—		—		—		—			(946	)		—			(946	)
Foreign currency translation adjustment		—		—		—		—			310,265			—			310,265
BALANCE, MARCH 31, 2017		75,983,201	$	760	$	52,854,891	$	(61,442,712	)	$	222,824		$	(67,314	)	$	(8,431,551	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

EFT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended
	March 31, 2017			March 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(9,453,672	)	$	8,297,294
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		195,039			177,442
Loss from securities available for sale		19,336			30,404
Provision for inventory obsolescence		47,965			25,612
Loss on disposal of fixed assets		—			11,432
Impairment loss on land and building		6,250,367			—
Settlement of previously accrued income tax, penalty and interest		—			(5,290,788	)
Changes in operating assets and liabilities:
Inventories		4,666			54,987
Prepaid expenses		755,053			536,135
Other receivables		(10,154	)		(76,117	)
Accounts receivable		127,131			(72,702	)
Accounts payable		(1,187,091	)		1,158,814
Commission payable		(10,742	)		(102,768	)
Other liabilities		(1,671,876	)		5,916,555
Unearned revenues		140			3,160
Contingent liabilities		(72,662	)		—
Net cash provided by (used in) operating activities		(5,006,500	)		10,669,460
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment		(1,761	)		(9,300,890	)
Purchase of securities available for sale		(5,132	)		(46,785	)
Proceeds from securities available for sale		797,650			1,342,339
Related party receivable		1,000,000			(1,000,000	)
Net cash provided by (used in) investing activities		1,790,757			(9,005,336	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of short-term loan		(258,308	)		(485,102	)
Related-party payable		682,500			3,750
Net cash provided by (used in) financing activities		424,192			(481,352	)
Effect of exchange rate changes on cash		139,651			(87,701	)
Net increase (decrease) in cash		(2,651,900	)		1,095,071
Cash, beginning of year		3,427,666			2,332,595
Cash, end of year	$	775,766		$	3,427,666
Supplemental disclosures of cash flow information:
Income tax paid in cash	$	—		$	41,825
Interest expenses paid in cash	$	—		$	7,166
Non-cash investing and financing activities:
Financing of directors’ and officers’ insurance through installment loan	$	—		$	462,170

The accompanying notes are an integral part of these consolidated financial statements.

F-6

EFT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION

EFT Holdings, Inc., “EFT Holdings” or the “Company,” formerly EFT Biotech Holdings, Inc., was incorporated in the State of Nevada on March 19, 1992.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Reclassification

Certain amounts in prior year consolidated financial statements have been reclassified to conform with the current year presentation.

Principles of Consolidation

Foreign Currency

F-7

Use of 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. These estimates and assumptions include determining the fair market value of the Company’s inventory, the collectability of accounts receivable, the value of deferred taxes and related valuation allowances. Certain of its estimates, including evaluating the collectability of accounts receivable and the fair market value of inventory, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

Contingencies

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Cash and Cash Equivalents

Securities Available for Sale

Inventories

Property and Equipment

Property and plant	50 years
Machinery and equipment	3-8 years
Computers and office equipment	3-5 years
Automobiles	5 years
Leasehold improvements	5 years
Transportation equipment	12 years

F-8

Long-Lived Assets

Fair Value of Financial Instruments

Level 1	—	Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2	—	Other inputs that are directly or indirectly observable in the marketplace.
Level 3	—	Unobservable inputs which are supported by little or no market activity.

Fair Value Measurements

Stock-Based Compensation

Stock Issued for Services

Revenue

F-9

Allowance for Doubtful Accounts

Warranty

As of March 31, 2017, the Company’s estimated warranty expense was as follows:

Products sold for
0-2 months	2% of cost
3-4 months	1.5% of cost
5-6 months	1% of cost

Shipping Costs

The Company’s shipping costs are included in cost of sales for all periods presented.

Income Taxes

Earnings per Share

Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during the period.

F-10

Diluted net income (loss) per share is computed on the basis of the weighted average number of common shares and common share equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted net income per share are excluded from the calculation.

Comprehensive Income

Segment Reporting

Recent Accounting Pronouncements

In July 2015, FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”. This ASU applies to inventory that is measured using the first-in, first-out (“FIFO”) or average cost method. Under the updated guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory that is measured using the last-in, first-out (“LIFO”) or retail inventory method. This ASU is effective for annual and interim periods beginning after December 15, 2016, and should be applied prospectively with early adoption permitted at the beginning of an interim and annual reporting period. The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this guidance, lessees will be required to recognize on the balance sheet a lease liability and a right-of-use asset for all leases, with the exception of short-term leases. The lease liability represents the lessee’s obligation to make lease payments arising from a lease, and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard also requires a lessee to recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements.

F-11

In May 2016, FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients”. The update is to address certain issues identified by the FASB/IASB Joint Transition Resource Group for Revenue Recognition (TRG) in the guidance on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition, the Board decided to add a project to its technical agenda to improve Topic 606, Revenue from Contracts with Customers, by reducing: 1) the potential for diversity in practice at initial application and 2) the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The amendments in this Update affect entities with transactions included within the scope of Topic 606. The scope of that Topic includes entities that enter into contracts with customers to transfer goods or services (that are an output of the entity’s ordinary activities) in exchange for consideration. The amendments to the recognition and measurement provisions of Topic 606 also affect entities with transactions included within the scope of Topic 610, Other Income. The amendments in this Update affect the guidance in Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

In September 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This guidance clarifies the presentation requirements of eight specific issues within the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements, as the Company’s treatment of the relevant affected items within its consolidated statement of cash flows is consistent with the requirements of this guidance.

In December 2017, the Securities and Exchange Commission (“SEC”) released Staff Accounting Bulletin No. 118 (the “Bulletin”), which provides accounting guidance regarding accounting for income taxes for the reporting period that includes the enactment of the Tax Act. The Bulletin provides guidance in those situations where the accounting for certain income tax effects of the Tax Act will be incomplete by the time financial statements are issued for the reporting period that includes the enactment date. For those elements of the Tax Act that cannot be reasonably estimated, no effect will be recorded.

The SEC has provided in the Bulletin that in situations where the accounting is incomplete for certain effects of the Tax Act, a measurement period which begins in the reporting period that includes the enactment of the Tax Act and ends when the entity has obtained, prepared and analyzed the information is needed in order to complete the accounting requirements. The measurement period shall not exceed one year from enactment.

In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This guidance is effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The amendments in ASU 2018-02 should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

There are no other new accounting pronouncements adopted or enacted during the year ended March 31, 2017, that had, or are expected to have, a material impact on the Company’s consolidated financial statements.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has negative working capital of $12,749,561 and an accumulated deficit of $61,442,712 at March 31, 2017. In addition, the Company has generated operating losses for the past two years. These circumstances, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-12

NOTE 4 – SECURITIES AVAILABLE FOR SALE

Securities available for sale consist of the following:

March 31, 2017

Amortized
Cost

Unrealized

Gains

Unrealized
Losses

Market
Value

Average
Duration (1)

Corporate bonds

—

Corporate notes

—

Total debt securities

—

			March 31, 2016
	Amortized Cost		Unrealized Gains		Unrealized Losses			Market Value		Average Duration (1)
Corporate bonds	$	235,901	$	2,276	$	(2,773	)	$	235,404		4.67
Corporate notes		573,497		5,720		(4,277	)		574,940		2.07
Total debt securities	$	809,398	$	7,996	$	(7,050	)	$	810,344

(1)

Average remaining duration to maturity, in years.

All securities were classified as available for sale as of each date presented.

Investment securities with a book value of $816,986 were sold during the year ended March 31, 2017. The Company recognized a loss of $19,336 on the sale of those securities.

NOTE 5 – INVENTORIES

The components of inventories were as follows:

	March 31, 2017		March 31, 2016
Raw materials and supplies	$	—	$	40,537
Finished goods		127,410		180,902
	$	127,410	$	221,439

The Company recorded inventory mark-down of $47,965 and $25,612 for the years ended March 31, 2017 and 2016, respectively.

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	March 31, 2017			March 31, 2016
Leasehold improvements	$	75,218		$	75,218
Automobiles		154,724			154,724
Property and plant		4,381,310			10,369,073
Computer equipment		102,553			115,943
Furniture and fixtures		67,731			73,480
Machinery and equipment		39,544			349,622
		4,821,080			11,138,060
Less: Accumulated depreciation		(535,674	)		(1,008,369	)
	$	4,285,406		$	10,129,691

F-13

For the years ended March 31, 2017 and 2016, depreciation expense was $195,039 and $177,442, respectively.

At March 31, 2017, the Company had determined that the fair value of the C1 Building in Taipei, Taiwan, had decreased significantly, due to weakness in the Taiwanese real estate market. In accordance with such determination, an asset impairment loss of $5,615,398 was recorded for the year ended March 31, 2017.

At March 31, 2017, the Company had determined that the fair value of its water plant in Heilongjiang Province, China, had decreased significantly. In accordance with such determination, all assets of the water plant were impaired. An asset impairment loss of $634,969 was recorded for the year ended March 31, 2017.

NOTE 7 – LOANS TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

EFT Assets Limited

The Company uses the “EFT” name, a trademark owned and licensed to it by EFT Assets Limited (“EFT Assets”), a Company that Wendy Qin, a director of EFT International Ltd., served as a director until March 2015. The Company is required to pay an annual royalty to EFT Assets equal to a percentage of its gross sales for the previous fiscal year. The percentage is 5% for the first $30 million in gross sales, 4% for the $10 million in gross sales in excess of $30 million, 3% for the $10 million in gross sales in excess of $40 million; 2% for the $10 million in gross sales in excess of $50 million; and 1% for the $10 million in gross sales in excess of $60 million, with a minimum annual royalty of $500,000. EFT Assets is owned by a number of persons, including Wendy Qin. Ms. Qin is the sister of Jack Jie Qin, the Company’s president. For the year ended March 31, 2017, the Company recorded an expense of $500,000 for royalty fees and paid $125,000 of royalties to EFT Assets. The balance of royalties payable to EFT Assets was $500,000 as of March 31, 2017. For the year ended March 31, 2016, the Company recorded an expense of $500,000 for royalty fees and paid $500,000 of royalties to EFT Assets. The balance of royalties payable to EFT Assets was $125,000 as of March 31, 2016.

JFL Capital Limited

In March 2010, the Company’s subsidiary, EFT International Ltd., entered into a consulting agreement with JFL Capital Limited, a company in which Wendy Qin serves as a director and is one of the principal shareholders. Under this agreement, JFL will provide consulting services on administration, financial matters, corporate planning and business development commencing from April 1, 2010, for an annual fee of $315,000. The annual fee is increased at the rate of $15,000 each year start from April 1, 2011. The agreement may be terminated by either party on three months’ written notice. For the year ended March 31, 2017, the Company recorded an expense of $405,000 for consulting fees and paid $97,500 to JFL. The balance of consulting fees payable to JFL was $405,000 as of March 31, 2017. For the year ended March 31, 2016, the Company recorded an expense of $390,000 for consulting fees and paid $386,250 to JFL. The balance of consulting fees payable to JFL was $97,500 as of March 31, 2016.

Rent

From April 1, 2014 to April 1, 2015, the Company rented 2,500 square feet of the office space with monthly rent of $10,735 for its satellite training center located at Suite 3706, Langham Office Tower, 8 Argyle Street, Kowloon, Hong Kong SAR. From April 1 through June 24, 2015, the monthly rent was $15,319. The former office location is owned by a number of persons, including Wendy Qin, a director of EFT (HK) Ltd and the sister of Jack Jie Qin, the Company’s president. During the year ended March 31, 2016, the Company paid the lessors $42,893. This lease was terminated on June 24, 2015.

Advance to Officer

F-14

NOTE 8 – SETTLEMENT OF PREVIOUSLY WRITTEN-OFF INVESTMENT

NOTE 9 – OTHER LIABILITIES

Other liabilities consist of the following:

	March 31, 2017		March 31, 2016
Payroll liabilities	$	40,200	$	42,593
Warranty liabilities		1,051		1,589
Accrued commission		18,188		1,583,740
Accrued contingent guaranty		4,718,842		4,453,755
Accrued expenses		380,329		379,985

Interest and penalty for income tax accrued		120,884		136,190
Others		3,065		3,922
	$	5,282,559	$	6,601,774

NOTE 10 – CONTINGENT LIABILITIES

In 2009, the Company’s subsidiary, Tianquan, engaged a general contractor to construct a water manufacturing plant for RMB 4,758,600 (approximately US$766,000). Upon completion, EFT inspected the plant and found several material construction defects, including, but not limited to, the fact that the contractor used inferior construction material, inconsistent construction plans and substandard insulation material. As a result, EFT conditioned its final construction payment to the contractor in the amount of RMB 698,896 (US$112,500) on the rectification of all construction defects. On March 22, 2012, the contractor brought a case against EFT in Baiquan People’s Court in Heilongjiang Province seeking approximately RMB 1,912,000 (US$308,400) of purported outstanding payments under the contract and interest thereon. On January 16, 2014, Tianquan received an unfavorable decision issued by Baiquan People’s Court in Heilongjiang Province awarding the contractor approximately RMB1,326,916 (US$200,000) of purported outstanding payments under the contract and interest thereon. The Company filed an appeal with Qiqihar Intermediate People’s Court and recorded contingent liabilities of RMB1,326,916 (approximately US$200,000). On January 5, 2016, the Company’s subsidiary, Tianquan, received an unfavorable decision issued by Baiquan People’s Court awarding the contractor approximately RMB827,000 (US$120,000) of purported outstanding payments under the contract and interest thereon. The Company filed an appeal of the decision. On July 18, 2016, Baiquan People’s Court dismissed the appeal. The Company revised the contingent liabilities to RMB827,000 (approximately US$120,000). (See Note 15)

F-15

NOTE 11 – SHORT-TERM LOANS

The Company received a $503,200 loan from a third party, Insurance Financing, Inc., “IFI”, to finance the directors’ and officers’ insurance premium for the fiscal years 2014 and 2015. The loan bore an interest rate of 3.60% per annum, and was to be repaid over a nine-month period which began on December 15, 2014. The terms of the agreement allowed for the Company to make nine equal payments of $56,753 each and the loan was fully repaid during the year ended March 31, 2016.

The Company renewed coverage for the 2015-2016 periods and received a new loan in the amount of $462,170 from IFI to finance the directors’ and officers’ insurance premium bearing an interest rate of 3.60% per annum. The loan was to be repaid over a nine-month period beginning on December 15, 2015. The terms of the agreement allowed for the Company to make nine equal payments of $52,126 each and the loan was fully repaid during the year ended March 31, 2017.

NOTE 12 – INCOME TAXES

The Company’s BVI operations are not subject to any taxes according to BVI tax law. The Company’s HK SAR subsidiaries are subject to a 16.5% profit tax based on its taxable net profit. EFT (HK) Ltd provides management service to a BVI subsidiary, and the BVI subsidiary reimburses EFT (HK) Ltd for its total operating expenses plus a 5% mark up, and the income is subject to a 16.5% profit tax. The Company’s U.S. operations are subject to income tax according to U.S. tax law. The deferred tax assets for the Company’s US operations were immaterial for the two years ended March 31, 2017 and 2016.

The U.S. Tax Cuts and Jobs Act (Tax Act) was enacted on December 22, 2017, and introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively. The Tax Act requires us to pay U.S. income taxes on accumulated foreign subsidiary earnings not previously subject to U.S. income tax at a rate of 15.5% to the extent of foreign cash and certain other net current assets and 8% on the remaining earnings. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company has not recorded any adjustments according to Tax Act. As we collect and prepare necessary data, and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. The accounting for the tax effects of the Tax Act will be completed in 2018.

The income tax expenses consist of the following:

	Year Ended March 31,
	2017			2016
Current:
Domestic - Federal	$	—		$	—
- State		3,858			30,356
Foreign		—			(2,073	)
Effect of IRS audits		(19,785	)		(4,107,895	)
Deferred		—			—
Income tax expense (benefit)	$	(15,927	)	$	(4,079,612	)

F-16

A reconciliation of income tax expense (benefit), with the amounts computed by applying the statutory federal income tax rate of 35% to income (loss) before income taxes is as follows:

	Year Ended March 31,
	2017			2016
Income tax (benefit) at U.S. statutory rate	$	(3,500,550	)	$	1,563,924
State tax		3,858			30,356
Changes in deferred tax valuation allowance		3,499,384			(1,419,693	)
Non-deductible expense		1,166			(144,231	)
Foreign subsidiaries income tax (benefit)		—			(2,073	)
Effect of IRS audits		(19,785	)		(4,107,895	)
Income tax expense (benefit)	$	(15,927	)	$	(4,079,612	)

On October 19, 2016, the Internal Revenue Service has abated the Company’s tax penalty for 2008 of $19,785 as part of a settlement agreement whereby the Company has agreed to pay the 2009 penalty and interest.

F-17

NOTE 13 – COMMITMENTS

Lease Commitment

The Company has certain operating leases for office space, training center and storage which will expire between 2017 and 2021. The future minimum lease payments are as follows:

For the year ended March 31,
2018	$	161,940
2019		157,852
2020		131,762
2021		119,633
2022		3,492
2023 and thereafter		135,315
Total minimum lease payments	$	709,994

The Company also leases a 40,000 square meter property from Yongqin county of Baiquan, Heilongjiang Province, the PRC and constructed a bottled water factory there. The land is leased commencing on December 31, 2009, for a term of fifty years, with a yearly land use right’s fee of approximately $3,500.

Total rent expenses for the years ended March 31, 2017 and 2016, were $236,449 and $250,741, respectively.

Employment Agreements

Jack Jie Qin

During the initial seven-year period of the agreement, the Company will pay Mr. Qin an annual base salary of $200,000 per year for the first calendar year. In each subsequent calendar year during the term of the agreement, the Company will pay Mr. Qin an annual base salary determined by the compensation increase scale as reviewed and approved by the Company’s Compensation Committee of the Board of Directors and approved by the Company’s full Board of Directors. Mr. Qin is eligible to receive an annual base salary adjustment in each subsequent calendar year as a cost of living increase at 10% per annum. Mr. Qin is also eligible to receive an annual bonus pursuant to the executive bonus scale in effect for executive employees of the Company.

NOTE 14 – SEGMENT INFORMATION

F-18

The following tables provide the business segment information as of and for the years ended March 31, 2017 and 2016. Income tax allocations have been determined based on statutory rates in the applicable business segment.

	Year ended March 31, 2017
	Online Business			Beverage Business			Unallocated Items			Total
Total revenues, net	$	275,931		$	—		$	—		$	275,931
Total costs of revenues		(169,510	)		—			—			(169,510	)
Gross profit		106,421			—			—			106,421
Operating expenses:
Selling, general and administrative expenses		1,672,033			89,978			1,080,485			2,842,496
Impairment of land and building		—			634,969			5,615,398			6,250,367
Provision for inventory obsolescence		47,965			—			—			47,965
Royalty expenses - related party		500,000			—			—			500,000
Total operating expenses		2,219,998			724,947			6,695,883			9,640,828
Net operating loss		(2,113,577	)		(724,947	)		(6,695,883	)		(9,534,407	)
Other income (loss)		69,271			—			(4,463	)		64,808
Allocated income tax benefits		—			—			15,927			15,927
Net loss	$	(2,044,306	)	$	(724,947	)	$	(6,684,419	)	$	(9,453,672	)

Total long-lived assets	$	519		$	—		$	4,284,887		$	4,285,406

Additions to long-lived assets	$	—		$	—		$	1,761		$	1,761

F-19

	Year ended March 31, 2016
	Online Business			Beverage Business			Unallocated Items			Total
Total revenues, net	$	441,372		$	—		$	—		$	441,372
Total costs of revenues		(238,015	)		—			—			(238,015	)
Gross profit		203,357			—			—			203,357
Operating expenses:
Selling, general and administrative expenses		1,773,648			188,804			3,920,870			5,883,322
Provision for inventory obsolescence		25,612			—			—			25,612
Royalty expenses - related party		500,000			—			—			500,000
Total operating expenses		2,299,260			188,804			3,920,870			6,408,934
Net operating loss		(2,095,903	)		(188,804	)		(3,920,870	)		(6,205,577	)
Other income		69,389			2			10,353,868			10,423,259
Allocated income tax benefits		2,073			—			4,077,539			4,079,612
Net income (loss)	$	(2,024,441	)	$	(188,802	)	$	10,510,537		$	8,297,294

Total long-lived assets	$	1,433		$	698,125		$	9,430,133		$	10,129,691

Additions to long-lived assets	$	1,249		$	—		$	9,299,641		$	9,300,890

NOTE 15 – LITIGATION

On March 4, 2016, the Company received a letter from its solicitor RHT requesting legal fees in the amount of approximately SGD 85,000. The Company refused to pay the solicitor’s legal fees because the Company believed that it was inadequately represented by the solicitor. On June 19, 2016, the solicitor filed a claim with the High Court of Singapore for the legal fees in the amount of approximately SGD85,000. On October 31, 2016, the High Court issued a judgment in favor of the solicitor for that amount plus interest and costs.

On June 9, 2016, Lim Lan Eng Priscilla and Marinteknik filed an action against EFTI in the Supreme Court of the State of New York, County of New York. The action sought summary judgment on their claims for fees in the sum of $162,720.38, arising out of the Singapore High Court’s determination that plaintiffs were entitled to an award of their fees and costs in connection with the Singapore litigation. After consulting with counsel, EFTI declined to contest the summary judgment and judgment was entered in the Supreme Court for the sum of $162,720.38 in favor of the plaintiffs.

F-20

In 2009, the Company’s subsidiary, Heilongjiang Tianquan Manor Soda Drinks Co. Ltd., “Tianquan”, engaged a general contractor, the “Contractor”, to construct a water manufacturing plant, the “Plant”, for RMB 4,758,600 ($776,300). Upon completion, the Company inspected the Plant and found several material construction defects, including, but not limited to, the fact that the Contractor used inferior construction material, inconsistent construction plans and substandard insulation material. As a result, in 2010, the Company conditioned its final construction payment to the Contractor in the amount of RMB 698,896 ($112,500) on the rectification of all construction defects. On March 22, 2012, the Contractor brought a case against Tianquan in Baiquan People’s Court in Heilongjiang Province seeking approximately RMB 1,912,000 of purported outstanding payments under the contract and interest thereon. On January 16, 2014, the Company’s subsidiary, Tianquan, received an unfavorable decision issued by Baiquan People’s Court in Heilongjiang Province awarding the contractor approximately RMB1,326,916 of purported outstanding payments under the contract and interest thereon. Tianquan filed an appeal with the Qiqihar Intermediate People’s Court on January 27, 2014. On August 18, 2014, the Qiqihar Intermediate People’s Court issued a judgment rescinding the unfavorable decision issued by the Baiquan People’s Court and ordered the case to be reheard at the Baiquan People’s Court. On September 25, 2014, Tianquan received a favorable decision from Baiquan People’s Court as the court concluded that the company stamps affixed to all of the Contractor’s legal documents were fake. On November 5, 2014, the subcontractor brought another civil case against Tianquan in the Baiquan People’s Court in Heilongjiang Province seeking RMB 1,823,787 of purported outstanding payments under the same contract and interest thereon. On December 8, 2014, Tianquan filed a civil lawsuit against the sub-contractor for compensation for material construction defects. On December 31, 2015, the two cases were reheard at the Baiquan People’s Court and the sub-contractor changed the claim to the amount of RMB 1,123,266. On January 5, 2016, the Company’s subsidiary, Tianquan, received an unfavorable decision issued by Baiquan People’s Court awarding the contractor approximately RMB 827,000 of purported outstanding payments under the contract and interest thereon. The Court ordered the subcontractor to reimburse the amount of RMB 120,000 for testing fees to the Company. The Company filed an appeal of the order awarding the contractor approximately RMB827,000 of purported outstanding payments under the contract and accrued interest. On August 17, 2016, Baiquan People’s Court dismissed the appeal of the order awarding the contractor approximately RMB827,000 of purported outstanding payments under the contract and interest thereon. On November 9, 2016, the Company filed an enforcement application to require the subcontractor to reimburse the Company the amount of RMB 120,000 for testing fees and legal fees in the amount of RMB 3,980.

On April 18, 2014, George Curry filed a Notice of Removal for the above action to be brought in the District Court of California, Los Angeles (Western District). In the same action, he brought a counterclaim against the Company, Jack Qin and Pyng Soon and sought implied and equitable indemnity, declaratory relief and apportionment of fault. On or around December 11, 2014, George Curry filed a motion for summary judgment against the Company and all other cross defendants in the matter. The motion was heard on February 26, 2015 and the court denied George Curry’s motion. Thereafter, a second motion for summary judgment was filed by Mr. Curry. That motion was denied as well. The final resolution of the entire matter is still pending. Trial is currently scheduled for February 7, 2017. In addition, the Court consolidated the trial of this matter with that of the Company’s lawsuit against CTX, Buckman, Buckman & Reid and Peter Lau.

On May 26, 2016, the Court struck CTX’s Answer to the Complaint and entered a default judgment. The Company thereafter submitted a default judgment package. On September 6, 2016, the court, after reviewing the default judgment package, entered judgment against CTX, and in favor of the Company, in the amount of $2,500,000.

On April 1, 2016, Buckman, Buckman & Reid and Peter Lau filed a motion with the court to compel the matter to arbitration, thereby seeking to avoid a jury trial. The Company opposed the motion, arguing that there was no applicable arbitration provision, and seeking to retain the right to a jury trial. After extensive briefings, and following oral argument, on June 2, 2016, the Court denied Buckman, Buckman & Reid and Peter Lau’s motion to compel arbitration. The Court thereafter scheduled the trial for February 7, 2017. The trial was thereafter continued to November 7, 2017, and, then, to December 5, 2017. In October 2017, the Company and Mr. Curry settled their respective claims, in exchange for a mutual dismissal and the agreement of Mr. Curry to testify at the then-scheduled trial. Finally, on December 4, 2017, the Company resolved its lawsuit against Buckman Buckman & Reid and Peter Lau, to the parties’ mutual satisfaction.

F-21

NOTE 16 – SUBSEQUENT EVENTS

Trademark License Agreement (Renewal)

In April 2017, the Company entered into a renewal of an expiring Trademark License Agreement, pursuant to which the Company uses the “EFT” name, with an affiliated company, EFT Assets Limited (“EFT Assets”). EFT Assets is owned by Wendy Qin, who served as a director of one of the Company’s subsidiaries, EFT International Limited, a British Virgin Islands corporation, until March 2015. Ms. Qin is the sister of the Company’s President, Jack Jie Qin. Under the agreement with EFT Assets, as renewed effective April 1, 2017, the Company is required to pay a minimum annual royalty to EFT Assets of $500,000 for the first year of the renewed agreement, and a minimum annual royalty to EFT Assets of $200,000 for each of the remaining nine years of the term of the agreement. The required annual royalty payment increases, should we obtain certain levels of gross sales, as follows: 5% of the first $30 million of gross sales; 4% of the $10 million of gross sales in excess of $30 million; 3% of the $10 million of gross sales in excess of $40 million; 2% of the $10 million of gross sales in excess of $50 million; and 1% of the $10 million of gross sales in excess of $60 million.

Settlement of Lawsuit

In December 2017, the Company resolved its lone remaining legal matter, a lawsuit against Buckman Buckman & Reid and Peter Lau, which was resolved to the parties’ mutual satisfaction. Under the settlement, the Company was paid an initial sum of approximately $567,555 in July 2018 and, since July 2018, has received approximately $13,888 per month, which monthly payments are to continue through March 2021.

Stock Purchase Agreement

In February 2018, the Company entered into Stock Purchase Agreement with an unrelated third party, JFL Capital Ltd., pursuant to which the Company sold all of the capital stock of its subsidiary, EFT Investment Co. Ltd. (EFTI). The gross purchase price under the Stock Purchase Agreement is $3,010,000, with the net purchase price of $1,200,000, after deduction for the following debt of EFTI: (a) $1,000,000 owed by EFTI to EFT Assets Limited (EFT Assets), which is be paid to EFT Assets by JFL Capital, and (b) $800,000 owed by EFTI to the Company, which debt was cancelled by the Company. Payment of the $1,200,000 net amount is to be made to the Company in monthly installments of $50,000, until paid.

The Company has reviewed its subsequent events through the date these consolidated financial statements were issued and has determined that no other material subsequent events have occurred through such date.

F-22

ITEM 16. FORM 10-K SUMMARY

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on March 4, 2019, on its behalf by the undersigned, thereunto duly authorized.

	EFT HOLDINGS, INC.

	By:	/s/ Jack Jie Qin
		Jack Jie Qin
		President and CEO

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jack Jie Qin his attorney-in-fact and agent, with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney in fact, or substitutes, may do or cause to be done by virtue hereof.

Signature	Title(s)	Date

/s/ Jack Jie Qin	Director, President and Chief Executive Officer	March 4, 2019
Jack Jie Qin	(Principal Executive Officer)

/s/ William E. Sluss	Principal Financial and Accounting Officer	March 4, 2019
William E. Sluss

/s/ Visman Chow	Director	March 4, 2019
Visman Chow

/s/ Hu Xiaobao	Director	March 4, 2019
Hu Xiaobao

Index to Exhibits

Exhibit No.		Description
3.1 (a)		Articles of Incorporation of GRG, Inc. (now EFT Holdings, Inc.).

3.1.1 (a)		Articles of Merger filed December 28, 2004, between HumWare Media Corporation, Worl99d Wide Golf Web, Inc. and GRG, Inc.

3.1.2 (a)		Certificate of Amendment, effective November 7, 2007, to the Articles of Incorporation of HumWare Media Corporation.

3.1.3 (i)		Articles of Merger filed December 13, 2010, between QCSC, Inc. and EFT Biotech Holdings, Inc.

3.2 (c)		Bylaws.

4.1 (a)		Form of Common Stock Certificate.

4.2 (a)		Form of Warrant to purchase one share of Common Stock for a purchase price of $3.80 per share until the second anniversary date of the date of issuance.

10.1 (c)		Share Exchange Agreement, dated as of the 1st day of November 2007, by and among EFT Holdings, Inc. (formerly HumWare Media Corporation), a Nevada corporation; certain EFT Shareholders and EFT BioTech Corporation, a Nevada corporation.

10.2 (b)		Subscription Agreement for Units in connection with the Registrant’s Regulation S Private Placement.

10.3 (c) +		Employment Agreement, dated May 10, 2008, between EFT BioTech Holdings, Inc. and Sharon Tang.

10.4 (e)		$500,000 Loan Agreement (the “Agreement”), dated November 24, 2008, between the EFT Biotech Holdings, Inc. (as the lender), EFT Investment Co., LTD., and Excalibur International Marine Corporation (as the borrower).

10.5 (e)		First Extension of $500,000 Loan, dated December 25, 2008.

10.6 (e)		Second Extension of $500,000 Loan, dated May 25, 2009.

10.7 (f)		$2,000,000 Loan Agreement and promissory note, dated September 23, 2008, between the EFT Biotech Holdings, Inc. (as the lender), EFT Investment Co., LTD., and Excalibur International Marine Corporation (as the borrower) (the “$2,000,000 Loan Agreement”).

10.8 (e)		First Extension of $2,000,000 Loan Agreement, dated November 25, 2008.

10.9 (e)		Second Extension of $2,000,000 Loan Agreement, dated May 25, 2009.

10.10 (f)		$600,000 Loan Agreement, dated May 13, 2009, between the EFT Biotech Holdings, Inc. (as the lender), EFT Investment Co., LTD., and Excalibur International Marine Corporation (as the borrower) (the “600,000 Loan Agreement”).

10.11 (f)		Addendum to $600,000 Loan Agreement, dated May 13, 2009, between the EFT Biotech Holdings, Inc. (as the lender), EFT Investment Co., LTD., and Excalibur International Marine Corporation (as the borrower).

10.12 (g)		$330,000 Loan Agreement, dated July 14, 2008, between EFT BioTechHoldings, Inc. (lender) and Yeuh Chi Liu (borrower).

10.13 (g)		Addendum to $330,000 Loan Agreement, dated July 15, 2008, between BioTech Holdings, Inc. and Yeuh Chi Liu.

10.14 (g)		$1,567,000 Loan Agreement, dated July 25, 2008, between BioTech Holdings, Inc. (lender) and Yeuh Chi Liu (borrower).

10.15 (h)		Subscription agreement, dated June 30, 2008, between EFT BioTechHoldings, Inc. and Excalibur International Marine Corporation.

10.16 (h)		Third Extension of $2,000,000 Loan Agreement with Excalibur International Marine Corporation.

10.17 (h)		First Extension of the $600,000 Loan Agreement, dated November 13, 2010.

10.18 (h)		Extension of $500,000 loan with Excalibur International Marine Corporation.

10.19 (i)		Consultancy Agreement, dated March 31, 2010, between EFT International Limited and JFL Capital Limited.

10.20 (i) +		Employment Agreement, dated January 1, 2009, between EFT Biotech Holdings Inc. and Jack Jie Qin.

10.21 (i) +		Employment Agreement, dated January 1, 2009, between EFT Biotech Holdings Inc. and Pyng Soon.

10.22 (i)		English Translation of Form of Pre-sale Building Unit Purchase and Sale Agreement, A5 Building, Taipei Enterprise Headquarters Park.

10.23 (i)		English Translation of Agreement Regarding the “Pre-sale Building Unit Purchase and Sale Agreement, A5 Building, Taipei Enterprise Headquarters Park,” dated May 31, 2011, among Jack Jie Qin, Meifu Development Co., Ltd. and EFT Investment Co., Ltd.

10.24 (i)		English Translation of Agreement Regarding the “Pre-sale Building Unit Purchase and Sale Agreement, A5 Building, Taipei Enterprise Headquarters Park,” dated May 31, 2011, among Jack Jie Qin, TransGlobe Life Insurance Inc. and EFT Investment Co., Ltd.

10.25 (i)		English Translation of Amendment Agreement to the “Pre-sale Building Unit Purchase and Sale Agreement, A5 Building, Taipei Enterprise Headquarters Park,” dated July 1, 2011, among Jack Jie Qin, Meifu Development Co., Ltd. and EFT Investment Co., Ltd.

10.26 (i)		English Translation of Amendment Agreement to the “Pre-sale Building Unit Purchase and Sale Agreement, A5 Building, Taipei Enterprise Headquarters Park,” dated July 1, 2011, among Jack Jie Qin, TransGlobe Life Insurance Inc. and EFT Investment Co., Ltd.

14.1 (c)		Code of Ethics.

21.1 *		List of Subsidiaries.

31.1 *		Certification as Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 *		Certification as Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 *		Certification as Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 *		Certification as Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **		XBRL Instance Document.

101.SCH **		XBRL Extension Schema.

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase.

101.DEF **		XBRL Taxonomy Extension Definition Linkbase.

101.LAB **		XBRL Taxonomy Extension Labels Linkbase.

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase.

*		Filed herewith .
**		Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
+		Indicates a management contract or compensatory plan or arrangement.
(a)		Filed as an exhibit to Form 10 (File No.: 001-34222) filed with the SEC on December 10, 2008 and incorporated by reference herein.
(b)		Filed as an exhibit to Form 10-Q for the quarter ended December 31, 2008 (File No.: 001-34222) filed with the SEC on February 13, 2009, and incorporated by reference herein.
(c)		Filed as an Exhibit to Amendment No. 1 to Form 10 (File No.: 001-34222) filed with the SEC on April 13, 2009, and incorporated by reference herein .
(d)		Filed as an Exhibit to Amendment No. 2 to Form 10 (File No.: 001-34222) filed with the SEC on April 21, 2009, and incorporated by reference herein.
(e)		Filed as an Exhibit to Form 10-K (File No.: 001-34222) filed with the SEC on July 17, 2009 and incorporated by reference herein.
(f)		Filed as an Exhibit to Amendment No. 4 to Form 10 (File No.: 001-34222) filed with the SEC on September 3, 2009, and incorporated by reference herein.
(g)		Filed as an Exhibit to Amendment No. 5 to Form 10 (File No.: 001-34222) filed with the SEC on October 19, 2009, and incorporated by reference herein.
(h)		Filed as an Exhibit to Amendment No. 9 to Form 10 (File No.: 001-34222) filed with the SEC on April 16, 2010 .
(i)		Filed as an Exhibit to Form 10-K (File No.: 000-53730) as filed with the SEC on August 23, 2011.

Filing Compare · EFT Holdings, Inc.