Item 1. Financial Statements.
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March 31,
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June 30,
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2018
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2017
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(UNAUDITED)
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ASSETS
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Cash
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$
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-
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$
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-
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Total assets
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$
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-
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$
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-
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Current liabilities:
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Accrued expenses
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$
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30,128
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$
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25,897
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Other payable - related party
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42,651
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-
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Total current liabilities
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72,779
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25,897
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Total liabilities
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72,779
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25,897
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Stockholders’ deficit:
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Common stock, $0.001 par value, 75,000,000 shares authorized, 35,400,000 shares issued and outstanding as of March 31, 2018 and June 30, 2017, respectively
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35,400
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35,400
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Additional paid-in capital
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478,339
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478,339
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Accumulated deficit
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(586,518
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)
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(539,636
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)
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Total stockholders’ deficit
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(72,779
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)
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(25,897
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)
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Total liabilities and stockholders’ deficit
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$
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-
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$
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-
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|
The accompanying notes are an integral part of these unaudited financial statements.
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For the Three Months
Ended March 31,
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For the Nine Months
Ended March 31,
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2018
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2017
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2018
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2017
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Operating expenses:
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General and administrative
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$
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-
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$
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195,824
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$
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6,382
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$
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207,302
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Professional fees
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-
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131,637
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40,500
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235,580
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Total operating expenses
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-
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327,461
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46,882
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442,882
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Loss from operations
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-
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(327,461
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)
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(46,882
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)
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(442,882
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)
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Other income (expense):
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Interest income
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-
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225
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-
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225
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Interest expense
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-
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-
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-
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(420
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)
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Total other income (expense)
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-
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225
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-
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(195
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)
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Loss before provision for income taxes
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-
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(327,236
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)
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(46,882
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)
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(443,077
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)
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Provision for income taxes
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-
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-
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-
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-
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Net loss
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$
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-
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$
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(327,236
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)
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$
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(46,882
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)
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|
$
|
(443,077
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)
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Other comprehensive loss:
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Foreign currency translation
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-
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(23,572
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)
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-
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(23,572
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)
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Total comprehensive loss
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$
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-
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$
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(350,808
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)
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$
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(46,882
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)
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$
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(466,649
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)
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Net loss per common share - basic and diluted
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$
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(0.00
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)
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$
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(0.01
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)
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$
|
(0.00
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)
|
|
$
|
(0.01
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)
|
Weighted average common shares outstanding – basic and diluted
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35,400,000
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35,400,000
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35,400,000
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|
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35,400,000
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The accompanying notes are an integral part of these unaudited financial statements.
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For the Nine Months Ended
March 31,
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2018
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2017
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$
|
(46,882
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)
|
|
$
|
(443,077
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Depreciation expense
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-
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6,796
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Imputed interest expense
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-
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|
420
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Changes in assets and liabilities:
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Prepayments and other current assets
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-
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(12,704
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)
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Accounts payable
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|
-
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19,866
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Accrued expenses
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46,882
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|
|
-
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Net cash used in operating activities
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-
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(428,699
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)
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Purchase of property and equipment
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-
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(26,660
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)
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Capital contribution of subsidiary
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-
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285,489
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Net cash provided by investing activities
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|
-
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258,829
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|
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds of borrowings from related party
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-
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7,000
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Repayment to related party
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|
-
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(1,169
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)
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Cash distributed to related party
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|
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-
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(3,266
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)
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Proceeds of borrowings from director
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|
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196,528
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|
Net cash provided by financing activities
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|
-
|
|
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199,093
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|
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|
|
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Net (decrease) increase in cash
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|
-
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29,223
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|
Effect of foreign exchange rate
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|
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|
|
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|
(23,572
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)
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Cash at the beginning of period
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|
|
-
|
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|
1,380
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|
Cash at the end of period
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|
$
|
-
|
|
|
$
|
7,031
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|
|
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
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|
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Interest paid
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|
$
|
-
|
|
|
$
|
-
|
|
Income taxes paid
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|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
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NON-CASH TRANSACTIONS
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|
|
|
|
|
|
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|
Operating expenses paid directly by related party
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|
$
|
42,651
|
|
|
$
|
4,218
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|
Property and equipment distributed to former shareholder
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|
$
|
-
|
|
|
$
|
2,040
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|
The accompanying notes are an integral part of these unaudited financial statements.
Star Alliance International Corp
.
Notes to Financial Statements
March 31, 2018
(Unaudited)
NOTE 1 – NATURE OF BUSINESS
Star Alliance International Corp. (“the Company”, “we”, “us”) was originally incorporated with the name Asteriko Corp. in the State of Nevada on April 17, 2014 under the laws of the state of Nevada.
On November 25, 2016, pursuant to a stock purchase agreement reached by and between Ilia Tomski, the Company's President and CEO at the time, and Kido Inter Co. Ltd. (“Kido”) which is wholly owned by Ms. Somporn Phatchan, Kido acquired 25,000,000 shares of common stock of the Company, representing 70.62% ownership, for a cash consideration of $246,000. On November 25, 2016, Ilia Tomski resigned his official position as President and CEO of the Company, and on the same day the shareholders of the Company voted Ms. Somporn Phatchan as Director and CEO of the Company, and Eng Wah Kung as Chief Financial Officer and Director.
On December 17, 2016, the Company acquired 100% equity interest in Astral Investments Limited (“Astral”), a British Virgin Islands (“BVI”) company incorporated and owned by Ms. Somporn Phatchan, with a consideration of $50,000. On the same day, Ms. Somporn Phatchan, on behalf of Astral, paid MOP25,000 (appropriately $3,205) to owners of Star Alliance Macau Ltd. (“SA Macau”) to take over its ownership.
On January 6, 2017, the Board of Directors of the Company adopted an amendment to its Articles changing the Company’s name to Star Alliance International Corp. from Asteriko Corp. On January 10, 2017, the Company additionally amended its Articles to effectuate a Forward Stock Split of 5:1 (the “Stock Split”). The Financial Industry Regulatory Authority (“FINRA”) gave final approval for the above changes on March 17, 2017. The share information for the three and nine months ended March 31, 2017 has been retroactively stated to reflect the Stock Split in the accompanying statements of operations.
On February 2, 2017, Astral acquired 100% equity interest in Star Alliance Inter Co., Ltd. (“SA Thailand”), a Thailand company incorporated and owned by Ms. Somporn Phatchan, with a consideration of THB10,000,000 (approximately $285,489).
The Company originally intended to provide travel and adventure packages to MICE (Meeting, Incentive, Convention, Events) tourists primarily in the Asia region. Services and products provided by SA Thailand would initially include pre-arranged tours, customized packages according to clients’ specifications, travel consultation, and as time progresses making reservations for lodging amongst other related services. However, as the business plan did not bring any revenues, the management determined that this business plan did not work well, which led to the disposal transaction mentioned as below.
On June 30, 2017, pursuant to a stock purchase agreement entered into by and between Ms. Somporn Phatchan and the Company, all common shares of Astral were sold to Ms. Somporn Phatchan for a consideration of $1. Starting from the same day, Astral, SA Macau and SA Thailand are no longer wholly owned subsidiaries of the Company.
On July 31, 2017, Ms. Somporn Phatchan resigned from her positions as the CEO and Director of the Company. On the same day, the shareholders voted Dr. Kok Chee Lee, as CEO and Director of the Company, who resigned subsequently on January 17, 2018. On the same day, Sreyneang Jin was appointed as CEO and Director. On April 30, 2018, Sreyneang Jin announced her resignation as CEO and Director of the Company and Richard Carey was appointed as the new CEO and Chairman of the Board of Director.
On May 16, 2018, Eng Wah Kung and David E. Price resigned from their positions as CFO and Director, and Secretary of the Board, respectively. On May 17, 2018, Mr. Richard Carey, the Company’s sole Director, appointed Alexei Tchernov as CEO and Director, Franz Allmayer as Vice President and Director, John C. Baird as CFO and Director and Themis Glatman as Secretary and Director.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the fiscal year ended June 30, 2017, have been omitted.
Principles of Consolidation
All significant inter-company transactions have been eliminated in the preparation of these financial statements. On June 30, 2017, the Company disposed of Astral, SA Macau and SA Thailand. The accompanying balance sheets present the financial position of Star Alliance International Corp. only. The statements of operations for the three and nine months ended March 31, 2018 and 2017 and the statements of cash flows for the nine months ended March 31, 2018 and 2017 contain the results of operations and cash flows of Star Alliance International Corp. only.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of liabilities, and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. Management makes these estimates using the best information available at the time, however, actual results could differ materially from those estimates.
Reclassifications
Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the nine months ended March 31, 2018.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company continues as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As shown in the accompanying financial statements, the Company has an accumulated deficit of $586,518 and negative working capital of $72,779 as of March 31, 2018, and net loss of $46,882 and no cash flows in operating activities for the nine months ended March 31, 2018. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds.
The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 4 – RELATED PARTY TRANSACTIONS
As of March 31, 2018, the amount due to a related party was $42,651, as operating expenses of $42,651 were paid by Kok Chee Lee, CEO and Director of the Company at the time, on behalf of the Company during the nine months ended March 31, 2018. The borrowing is unsecured, non-interest-bearing and due on demand.
On June 8, 2017, Stal Business Services Sdn Bhd (“SBSSB”), a wholly owned company by Kok Chee Lee, CEO and Director of the Company at the time, entered into an office lease agreement with ADA Shared Services Sdn Bhd. The office is offered to be used by the Company for free during the nine months ended March 31, 2018.
NOTE 5 – COMMON STOCK
In January 2017, the Board of Directors of the Company approved a 5-for-1 forward stock split, whereby every one (1) share of the common stock was automatically reclassified and changed into five (5) shares (the “Stock Split”). The authorized number of shares and par value per share were not be affected by the Stock Split. All shares throughout these financial statements have been retroactively restated to reflect the Stock Split.
NOTE 6 – SUBSEQUENT EVENTS
On May 14, 2018, pursuant to an agreement by and between Richard Carey, the Company’s new President and Chairman of the Board, and Kido, Mr. Richard Carey acquired 22,000,000 shares of common stock of the Company owned by Kido, for $264,000, representing 62.15% ownership of the Company which constitutes control. Mr. Richard Carey accepted the positions of President and Chairman of the Board on the same day.
On May 16, 2018, Eng Wah Kung and David E. Price resigned from their positions as CFO and Director, and Secretary of the Board, respectively. On May 17, 2018, Mr. Richard Carey, the Company’s sole Director, appointed Alexei Tchernov as CEO and Director, Franz Allmayer as Vice President and Director, John C. Baird as CFO and Director and Themis Glatman as Secretary and Director.
On August 14, 2018, the Company entered into an Exclusive Option Agreement (the “Agreement”) under a binding letter of intent, with Starving Lion, Inc. (“Lion”). Under the Agreement, the Company has been granted the exclusive option, for a period of six (6) months, to acquire certain mining rights from Lion. No assets have yet been transferred.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may”, “could”, “estimate”, “intend”, “continue”, “believe”, “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer. You should, however, consult further disclosures we make in future filings of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.
OVERVIEW AND OUTLOOK
Star Alliance International Corp. was originally incorporated with the name Asteriko Corp. in the State of Nevada on April 17, 2014 under the laws of the state of Nevada. Our initial business plan was to provide customers with unique and innovative solution for their decorative needs. The Company’s initial product was lattice panels designed for suspended ceiling. We had generated limited earnings under this plan.
On November 25, 2016, pursuant to a stock purchase agreement reached by and between Ilia Tomski, the Company's controlling shareholder, President and CEO at the time, and Kido Inter Co. Limited (“Kido”) which is wholly owned by Ms. Somporn Phatchan, Kido acquired 25,000,000 shares of common stock of the Company, representing 70.62% of ownership, for a cash consideration of $246,000. On November 25, 2016, Ilia Tomski resigned his official position as President and CEO of the Company, and on the same day the shareholders of the Company voted Ms. Somporn Phatchan as Director and CEO of the Company, Eng Wah Kung as Chief Financial Officer and Director.
On December 17, 2016, the Company acquired 100% equity interest in Astral Investments Limited (“Astral”), a British Virgin Islands (“BVI”) company incorporated and owned by Ms. Somporn Phatchan, with a consideration of $50,000.
On December 17, 2016, Ms. Somporn Phatchan, on behalf of Astral, paid MOP25,000 (appropriately $3,205) to owners of Star Alliance Macau Ltd. (“SA Macau”) to take over its ownership.
On January 6, 2017, the Board of Directors of the Company adopted an amendment to its Articles changing the Company’s name to Star Alliance International Corp. from Asteriko Corp. On January 10, 2017, the Company additionally amended its Articles to effectuate a Forward Stock Split of 5:1 (the “Stock Split”). The Financial Industry Regulatory Authority (“FINRA”) gave final approval for the above changes on March 17, 2017. The share information for the three and six months ended December 31, 2016 has been retroactively stated to reflect the Stock Split in the accompanying statements of operations.
On February 2, 2017, Astral acquired 100% equity interest in Star Alliance Inter Co., Limited (“SA Thailand”), a Thailand company incorporated and owned by Ms. Somporn Phatchan, with a consideration of THB10,000,000 (appropriately $285,489).
The Company intended to provide travel and adventure packages to MICE (Meeting, Incentive, Convention, Events) tourists primarily in the Asia region. Services and products provided by SA Thailand would initially include pre-arranged tours, customized packages according to clients’ specifications, travel consultation, and as time progresses making reservations for lodging amongst other related services. However, as the business did not bring any revenue and the management determined that this business plan did not work well, which led to the disposal transaction mentioned as below.
On June 30, 2017, pursuant to a stock purchase agreement entered into by and between Ms. Somporn Phatchan and the Company, all common shares of Astral were sold to Ms. Somporn Phatchan for a consideration of $1. Starting from the same day, Astral, SA Macau and SA Thailand are no longer wholly owned subsidiaries of the Company.
On July 31, 2017, Ms. Somporn Phatchan resigned from her positions as the CEO and Director of the Company. On the same day, the shareholders voted Dr. Kok Chee Lee, as CEO and Director of the Company, who resigned subsequently on January 17, 2018. On the same day, Sreyneang Jin was appointed as CEO and Director. On April 30, 2018, Sreyneang Jin announced her resignation as CEO and Director of the Company and Richard Carey was appointed as the new CEO and Chairman of the Board of Director.
On May 14, 2018, pursuant to an agreement by and between Richard Carey, the Company’s new President and Chairman of the Board, and Kido, Mr. Carey acquired 22,000,000 shares of common stock of the Company owned by Kido, representing 62.15% ownership of the Company which constitutes control. Mr. Carey accepted the positions of President and Chairman of the Board on the same day.
On May 16, 2018, Mr. Eng Wah Kung and Mr. David E. Price resigned from their positions as CFO and Director, and Secretary of the Board, respectively. On May 17, 2018, Mr. Carey, the Company’s sole Director, appointed Alexei Tchernov as CEO and Director, Franz Allmayer as Vice President and Director, John C. Baird as CFO and Director and Themis Glatman as Secretary and Director.
On June 4, 2018 the Company entered into a Binding Letter of Intent with Starving Lion, Inc., a British Virgin Islands corporation, whereby the Company intends to acquire two mines located in Guatemala; one is a magnesium mine in El Progresso, and the other is a gold mine in Livingston.
In addition to the two mines, the Company is intending to acquire intellectual property which is a gold extraction process following the conventional principles of heap leaching for the extraction of gold in oxidized minerals accelerating the rate of dissolution of gold to nearly an immediate rate, reducing the standard time of extraction.
On August 14, 2018, the Company entered into an Exclusive Option Agreement (the “Agreement”) with Starving Lion, Inc. (“Lion”). Under the Agreement, the Company has been granted the exclusive option, for a period of six (6) months, to acquire the assets from Starving Lion, Inc. specified under the June 4, 2018 Letter of Intent.
The required purchase price for the Starving Lion, Inc. assets will be $1,000,000 cash, together with the issuance to Lion of new common and/or preferred stock to represent fifty-eight percent (58%) of the Company’s issued and outstanding common stock on a fully-diluted, post-closing basis.
In the event that the Company is able to acquire the above assets, its business focus will shift to the pursuit of mining and mining technology businesses currently conducted by Lion as described above. The Company’s ability to successfully acquire the above assets is contingent upon obtaining additional financing sufficient to pay the cash portion of the purchase price. As of the current date no assets have been transferred as the Company is still in the due diligence period.
Results of Operations for the Three Months Ended March 31, 2018 and 2017
The Company had no operations and incurred no expense for the three months ended March 31, 2018 as it is in the process of implementing its new business plan and intended operations.
Operating expenses
General and administrative expenses were $0 for the three months ended March 31, 2018, compared to $195,824 for the three months ended March 31, 2017, a decrease of $195,824. The decrease is due to the changes the Company has undergone since the prior period as discussed above and in Note 1.
Professional fees were $0 for the three months ended March 31, 2018, compared to $131,637 for the three months ended March 31, 2017, a decrease of $131,637.
Other income (expense)
For the three months ended March 31, 2018, we had interest income of $0, compared to interest income of $225 for the three months ended March 31, 2017.
Net Loss
Net loss for the three months ended March 31, 2018 was $0. For the three months ended March 31, 2017, the Company recorded net loss of $327,236.
Results of Operations for the Nine Months Ended March 31, 2018 and 2017
The Company had no operations and incurred nominal expenses for the current period as it is in the process of implementing its new business plan and intended operations.
Operating expenses
General and administrative expenses were $6,382 for the nine months ended March 31, 2018, compared to $207,302 for the nine months ended March 31, 2017, a decrease of $200,920.
Professional fees were $40,500 for the nine months ended March 31, 2018, compared to $235,580 for the nine months ended March 31, 2017, a decrease of $195,080.
Other income (expense)
For the nine months ended March 31, 2018, we had interest income and expense of $0, compared to interest income of $225 and interest expense of $420 for the nine months ended March 31, 2017.
Net Loss
Net loss for the nine months ended March 31, 2018 was $46,882. For the nine months ended March 31, 2017, the Company recorded net loss of $443,077.
LIQUIDITY AND CAPITAL RESOURCES
We believe that our existing sources of liquidity will not be sufficient to fund our operations, anticipated capital expenditures, working capital and other financing requirements for the next twelve months. We currently rely on borrowings from related party to stay in operations.
The following table summarizes total assets, accumulated deficit, stockholders' deficit and working capital at March 31, 2018 and June 30, 2017.
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|
March 31,
2018
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|
|
June 30,
2017
|
|
Total assets
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Accumulated deficit
|
|
|
(586,518
|
)
|
|
|
(539,636
|
)
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit
|
|
|
(72,779
|
)
|
|
|
(25,897
|
)
|
|
|
|
|
|
|
|
|
|
Working capital deficit
|
|
|
(72,779
|
)
|
|
|
(25,897
|
)
|
Net cash from operating activities was $0 during the nine months ended March 31, 2018. The net cash used in operating activities was $428,699 during the nine months ended March 31, 2017.
Satisfaction of Our Cash Obligations for the Next Twelve Months
The management is still exploring new business plan which may generate enough revenue to cover operating expenses. However, we have not established any stable business plan, and for the next twelve months, we expect to rely on borrowings from related parties to sustain our needs in operating cash flows.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies
We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout management's Discussion and Analysis or Plan of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.