ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto
and the other financial information appearing elsewhere in this report. Our financial statements are prepared in U.S. dollars and in
accordance with U.S. GAAP.
Special
Note Regarding Forward Looking Statements
In
addition to historical information, this report contains forward-looking statements. We use words such as “believe,” “expect,”
“anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,”
“aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements
include, among others, those concerning market and industry segment growth; any projections of earnings, revenue, margins or other financial
items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic
conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are
cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including
those identified in our most recent Annual Report on Form 10-K, as well as assumptions, which, if they were to ever materialize or prove
incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.
Readers
are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These
reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of
operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation,
except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations
or future events.
Overview
Shentang
International, Inc. (“we” or the “Company”) was incorporated in the State of Nevada on June 29, 2007. We were
an exploration stage company engaged in the exploration of mineral resource properties.
On
July 22, 2009, the Company conducted a 1-to-10 stock split (the “Stock Split”) of the issued and outstanding common stock,
so the Company’s issued and outstanding shares increased from 1,670,000 to 16,700,000 with par value of $0.001. Immediately after
the Stock Split on July 22, 2009, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Boom
Spring, Inc. (“Boom Spring”), and the shareholders of Boom Spring. Pursuant to the terms of the Exchange Agreement, the shareholders
of Boom Spring transferred to the Company all of the equity interest of Boom Spring in exchange for 12,000,000 outstanding shares of
the Company and 33,300,000 newly issued shares of the Company (the “Share Exchange”). As a result of the Share Exchange,
Boom Spring became a wholly owned subsidiary of the Company and the Company became a holding company with issued and outstanding common
stock of 50,000,000 with par value of $0.001.
Pursuant
to a board resolution dated October 21, 2009, the Company increased its authorized number of common stock from 50,000,000 to 190,000,000,
and conducted a 2-for-5 reverse stock split (the “Reverse Stock Split”) of the issued and outstanding common stock. After
the Reverse Stock Split, the Company’s issued and outstanding shares changed from 50,000,000 to 20,000,000 with par value of $0.001
effective on October 21, 2009. This reverse stock split also gave retroactive effect in the balance sheet as of December 31, 2008 and
the computation of basic and diluted EPS is adjusted retroactively for all period presented accordingly.
The
Company had exclusive use of the core technologies, including hollow/solid glass processing technology, pure manual glass rod processing
technology, wire processing technology and painting processing technology. It developed “Yi Fan Feng Shun” liquor vessel
with the brand of Wu Liang Ye. The Company was engaged in expanding in the international market. The Company also planned to build or
acquire its own production capacity to meet the demand in the domestic Chinese market by purchasing or acquiring new equipment of machine-made
glass producing. The objective of the Company was to become a large-scaled glass craftwork supplier and further develop its innovational
technology.
On
May 11, 2018, the Eighth Judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for Shentang International,
Inc., proper notice having been given to the officers and directors of Shentang International, Inc. There was no opposition.
On
May 18, 2018, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer
and Director.
On
May 31, 2018, the Company obtained a promissory note in amount of $7,500 from its custodian, Custodian Ventures, LLC, the managing member
being David Lazar. The note bears an interest of 3% and all unpaid interest and principal is due within 180 days following written demand.
On
May 31, 2018, the Company issued 27,000,000 shares of common stock to Custodian Ventures, LLC at par for shares valued at $27,000 in
exchange for settlement of a portion of a related party loan for amounts advanced to the Company in the amount of $19,500, and the promissory
note issued to the Company in the amount $7,500.
On
July 2, 2018, the Company terminated its registration with the U.S. Securities and Exchange Commission (the “SEC”).
On
August 2, 2018, the Company filed a Form 10-12G, and on September 18, 2018, the Company filed the Amendment No. 1 to Form 10-12G which
went effective on October 1, 2018.
On
November 19, 2019, the Company board of directors determined that it was in their best interest to redeem the 27,000,000 shares of common
stock, held by Custodian Ventures, LLC. In addition, the Company elected to cancel and return to the shareholder the promissory note
dated May 31, 2018 in the amount of $7,500. The Company shall also pay the additional amount of $19,168.97 by issuance of a promissory
note and cancel all interest due on the May 31, 2018 note. The promissory note dated November 19, 2019, in the amount of $19,168.97 is
due and payable in full within one hundred eight (180) days following written demand by the holder and bears an interest rate of 3% per
annum.
On
November 07, 2019 the board of directors approved the issuance of 10,000,000 shares of Series A preferred stock to Custodian Ventures,
LLC, with a par value of $0.001 per share for a total of $1,400,000 for consulting services provided by Custodian Ventures, LLC to the
Company. The Company’s common stock and preferred stock have different voting rights whereby one share of common stock is entitled
to one (1) vote and one share of preferred stock is entitled to one hundred (100) votes.
On
April 29, 2020, the Company entered into and closed the transaction contemplated by a stock purchase agreement (the “Stock Purchase
Agreement”) between the Company, Plentiful Limited, a Samoan company (the “Purchaser”), and Custodian Ventures, LLC,
a Wyoming limited liability company (the “Principal”) controlled by David Lazar, an individual (together with the Principal,
the “Seller”), the controlling shareholder of the Company. Pursuant to the Stock Purchase Agreement, Purchaser purchased
10,000,000 shares of preferred stock (the “Shares”) of the Company from the Principal. The full purchase price set forth
in the Stock Purchase Agreement is $240,000, or $0.024, per share. Upon the closing, $225,000 of the purchase price was paid to Principal,
and the balance of $15,000 will be paid once the Company’s common stock has received full DTC eligibility approval, subject to
the condition that such approval must be obtained by June 5, 2020, or a later date as agreed by Purchaser. The Shares represent approximately
98% of the Company’s outstanding voting power as of the closing. Accordingly, as a result of the transaction, Purchaser became
the controlling shareholder of the Company.
In
connection with the closing of the stock purchase transaction, on April 29, 2020, David Lazar, the sole director of the Company, submitted
his resignation letter, pursuant to which he resigned from all offices of the Company that he held effective as of the closing of the
stock purchase transaction and from the board of directors effective ten (10) days following the filing of Schedule 14f-1 with the SEC.
The resignation of Mr. Lazar was not in connection with any known disagreement with the Company on any matter. Upon the closing of the
stock purchase transaction, on April 29, 2020, Lei Xu was appointed as a director of the Company and for the offices previously held
by Mr. Lazar, effective as of the closing of the stock purchase transaction. In addition, David Lazar signed a Loan Forgiveness and Cancellation
Agreement with the Company, under which he agreed to forgive all of the indebtedness owed to him by the Company as of the closing of
the stock purchase transaction.
The
Company’s current business objective is to seek a business combination with an operating company. We intend to use the Company’s
limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination
of capital stock and debt, in effecting a business combination. It is expected that entering into a business combination may involve
the issuance of restricted shares of capital stock.
Shentang
International, Inc. has administrative offices located at House 1E1, Zhuoyue Weigang North, Nanshan District, Shenzhen, P.R. China 518000.
The
Company’s fiscal year end is December 31.
Critical
Accounting Policies and Estimates
Our
condensed financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets and liabilities, 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. We base our estimates
and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different
results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed
critical.
Going
Concern
The
accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going
concern. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over
an extended period of time. These conditions raise substantial doubt as to our ability to continue as a going concern.
Results
of Operations
For
the three months ended September 30, 2021 compared to the three months ended September 30, 2020.
Revenue
For
the three months ended September 30, 2021, the Company generated $0 in revenues. For the three months ended September 30, 2020, the Company
generated $0 in revenues.
Expenses
For
the three months ended September 30, 2021, we incurred $30,660 in operating expenses as compared to $4,579 for the three months ended
September 30, 2020. The increase in operating expense is due to the Company management resuming operating activity during the three months
ended September 30, 2021 versus having suspended operating activity in the prior period.
Net
loss
For
the three months ended September 30, 2021 we incurred a net loss of $30,660 compared to a net loss of $4,579 for the three months ended
September 30, 2020. The increase in operating expense is due to the Company management resuming operating activity during the three months
ended September 30, 2021 versus having suspended operating activity in the prior period.
For
the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.
Revenue
For
the nine months ended September 30, 2021, the Company generated $0 in revenues. For the nine months ended September 30, 2020, the Company
generated $0 in revenues.
Expenses
For
the nine months ended September 30, 2021, we incurred $38,587 in operating expenses as compared to $35,177 for the nine months ended
September 30, 2020. This slight increase is mainly due to the Company resuming operating activity, including auditing expenses, after
having gone through a period of suspending activity and funding during the nine months period ended September 30, 2020.
Net
loss
For
the nine months ended September 30, 2021, we incurred a net loss of $38,587 compared to a net loss of $35,464 for the nine months ended
September 30, 2020. This slight increase is mainly due to the Company resuming operating activity, including auditing expenses, after
having gone through a period of suspending activity and funding during the nine months period ended September 30, 2020.
Liquidity
and Capital Resources
As
of September 30, 2021, the Company has no business operations and no cash resources other than that provided by Management. We are dependent
upon interim funding provided by Management or our controlling shareholder to pay professional fees and expenses. Our Management and
our controlling shareholder may provide funding as may be required to pay for accounting fees and other administrative expenses of the
Company until the Company enters into a business combination. The Company would be unable to continue as a going concern without interim
financing provided by Management. As of September 30, 2021, we had $0 in cash held in trust by the Company’s attorney. As of September
30, 2020, we had $1,793 in cash held in trust by the Company’s attorney.
If
we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us,
if at all. The Company depends upon services provided by Management to fulfill its filing obligations under the Exchange Act. At present,
the Company has no financial resources to pay for such services.
The
Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business
combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an
unlimited period of time will be paid from additional money contributed by Lei Xu, our officer and director, or our controlling shareholder.
During
the next 12 months we anticipate incurring costs related to:
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filing
of Exchange Act reports.
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franchise
fees, registered agent fees, legal fees and accounting fees, and
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investigating,
analyzing and consummating an acquisition or business combination.
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We
believe that we will be able to meet these costs as necessary, to be advanced/loaned to us by Management and/or our controlling shareholder.
As
of September 30, 2021 and 2020, we have had $0 in current assets and $1,798 in current assets, respectively. As of September 30, 2021,
we had $74,713 in liabilities, consisting of amounts due to related party and accrued expenses. As of September 30, 2020, we had $28,490
in liabilities.
We
had a negative cash flow from operations of $0 during the nine months ended September 30, 2021. We had $0 negative cash flow from operations
during the nine months ended September 30, 2020. The Company currently plans to satisfy its cash requirements for the next 12 months
through borrowings from its management or its controlling shareholder and believes it can satisfy its cash requirements so long as it
is able to obtain financing from these affiliated parties. The Company expects that money borrowed will be used during the next 12 months
to satisfy the Company’s operating costs, professional fees and for general corporate purposes. There is no written funding agreement
between the Company and Ms. Lei Xu, our officer and director.
The
Company has only limited capital. Additional financing is necessary for the Company to continue as a going concern. Our independent auditors
have unqualified audit opinion for the years ended December 31, 2020 and 2019 with an explanatory paragraph on going concern.
Off-Balance
Sheet Arrangements
As
of September 30, 2021 and 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K promulgated under the Securities Act of 1934.
Contractual
Obligations and Commitments
As
a smaller reporting company, the Company is not required to provide this information.