ITEM 1. FINANCIAL STATEMENTS
AS CAPITAL, INC.
INDEX TO FINANCIAL STATEMENTS
AS CAPITAL, INC.
CONDENSED BALANCE SHEETS
|
|
|
|
|
|
|
|
June 30,
2019
|
|
|
|
December 31,
2018
|
|
ASSETS
|
|
|
(Unaudited)
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
907
|
|
|
$
|
65
|
|
Total Current Assets
|
|
$
|
907
|
|
|
$
|
65
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accrued interest – related party
|
|
$
|
2,314
|
|
|
$
|
2,314
|
|
Due to a related party
|
|
|
9,386
|
|
|
|
46,281
|
|
Total Current Liabilities
|
|
|
11,700
|
|
|
|
48,595
|
|
Total Liabilities
|
|
|
11,700
|
|
|
|
48,595
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit:
|
|
|
|
|
|
|
|
|
Preferred Stock, par value; $0.0001, 5,000,000 shares authorized, no shares issued and outstanding
|
|
|
–
|
|
|
|
–
|
|
Preferred Stock, Series A, par value; $0.0001, 1,000,000 shares authorized, 1,000 and 1,000 shares issued and outstanding; respectively
|
|
|
–
|
|
|
|
–
|
|
Preferred Stock, Series B, par value; $0.0001, 3,000,000 shares authorized, no shares issued and outstanding
|
|
|
–
|
|
|
|
–
|
|
Preferred Stock, Series C, par value; $0.0001, 1,000,000 shares authorized, none and 1,000,000 shares issued and outstanding, respectively
|
|
|
–
|
|
|
|
100
|
|
Common stock, $0.0001 par value, 100,000,000 shares authorized; 11,201,030 and 201,030 shares issued and outstanding; respectively
|
|
|
1,120
|
|
|
|
20
|
|
Additional paid-in capital
|
|
|
36,100,135
|
|
|
|
36,052,540
|
|
Accumulated deficit
|
|
|
(36,112,048
|
)
|
|
|
(36,101,190
|
)
|
Total stockholders' deficit
|
|
|
(10,793
|
)
|
|
|
(48,530
|
)
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
907
|
|
|
$
|
65
|
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
AS CAPITAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
For the Three Months Ended
June 30,
|
|
|
For the Six Months Ended
June 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
7,104
|
|
|
$
|
604
|
|
|
$
|
10,858
|
|
|
$
|
1,200
|
|
Total expenses
|
|
|
7,104
|
|
|
|
604
|
|
|
|
10,858
|
|
|
|
1,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(7,104
|
)
|
|
$
|
(604
|
)
|
|
$
|
(10,858
|
)
|
|
$
|
(1,200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share, basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic and diluted
|
|
|
2,255,945
|
|
|
|
201,000
|
|
|
|
1,234,149
|
|
|
|
201,000
|
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
AS
CAPITAL, INC.
CONDENSED
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE
SIX MONTHS ENDED JUNE 30, 2018
(Unaudited)
|
|
|
|
|
|
Series A
Preferred Stock
|
|
|
Common Stock
|
|
|
Additional
Paid in
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
Balance at December 31, 2017
|
|
|
36
|
|
|
$
|
–
|
|
|
|
201,030
|
|
|
$
|
20
|
|
|
$
|
36,044,980
|
|
|
$
|
(36,068,628
|
)
|
|
$
|
(23,628
|
)
|
Net loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(597
|
)
|
|
|
(597
|
)
|
Balance March 31, 2018
|
|
|
36
|
|
|
|
–
|
|
|
|
201,030
|
|
|
|
20
|
|
|
|
36,044,980
|
|
|
|
(36,069,225
|
)
|
|
|
(24,225
|
)
|
Net loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(603
|
)
|
|
|
(603
|
)
|
Balance at June 30, 2018
|
|
|
36
|
|
|
$
|
–
|
|
|
|
201,030
|
|
|
$
|
20
|
|
|
$
|
36,044,980
|
|
|
$
|
(36,069,828
|
)
|
|
$
|
(24,828
|
)
|
AS
CAPITAL, INC.
CONDENSED
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE
SIX MONTHS ENDED JUNE 30, 2019
(Unaudited)
|
|
|
|
|
|
Series A
Preferred Stock
|
|
|
Series C
Preferred Stock
|
|
|
Common Stock
|
|
|
Additional
Paid in
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
Balance at December 31, 2018
|
|
|
1,000
|
|
|
$
|
–
|
|
|
|
1,000,000
|
|
|
$
|
100
|
|
|
|
201,030
|
|
|
$
|
20
|
|
|
$
|
36,052,540
|
|
|
$
|
(36,101,190
|
)
|
|
$
|
(48,530
|
)
|
Net Loss
|
|
|
–
|
|
|
|
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(3,754
|
)
|
|
|
(3,754
|
)
|
Balance March 31, 2019
|
|
|
1,000
|
|
|
|
–
|
|
|
|
1,000,000
|
|
|
|
100
|
|
|
|
201,030
|
|
|
|
20
|
|
|
|
36,052,540
|
|
|
|
(36,104,944
|
)
|
|
|
(52,284
|
)
|
Preferred shares converted to common
|
|
|
–
|
|
|
|
–
|
|
|
|
(1,000,000
|
)
|
|
|
(100
|
)
|
|
|
1,000,000
|
|
|
|
100
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Common shares issued for conversion of debt
– related party
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
10,000,000
|
|
|
|
1,000
|
|
|
|
47,595
|
|
|
|
–
|
|
|
|
48,595
|
|
Net loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(7,104
|
)
|
|
|
(7,104
|
)
|
Balance at June 30, 2019
|
|
|
1,000
|
|
|
$
|
–
|
|
|
|
–
|
|
|
$
|
–
|
|
|
|
11,201,030
|
|
|
$
|
1,120
|
|
|
$
|
36,100,135
|
|
|
$
|
(36,112,048
|
)
|
|
$
|
(10,793
|
)
|
The accompanying notes are an integral
part of these unaudited condensed financial statements.
AS CAPITAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
|
|
2019
|
|
|
2018
|
|
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(10,858
|
)
|
|
$
|
(1,200
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Changes in Operating Assets and Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
–
|
|
|
|
1,200
|
|
Net Cash Used in Operating Activities
|
|
|
(10,858
|
)
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from a related party
|
|
|
19,700
|
|
|
|
–
|
|
Repayments to a related party
|
|
|
(8,000
|
)
|
|
|
|
|
Net Cash provided by Financing Activities
|
|
|
11,700
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Cash
|
|
|
842
|
|
|
|
–
|
|
Cash at Beginning of Period
|
|
|
65
|
|
|
|
–
|
|
Cash at End of Period
|
|
$
|
907
|
|
|
$
|
–
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
–
|
|
|
$
|
–
|
|
Income taxes
|
|
$
|
–
|
|
|
$
|
–
|
|
Supplemental disclosure of non-cash activity:
|
|
|
|
|
|
|
|
|
Common stock issued for related party debt
|
|
$
|
48,595
|
|
|
$
|
–
|
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
AS CAPITAL, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2019
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
AS Capital, Inc. (the “Company”)
was incorporated under the laws of the State of Nevada on June 15, 2006 as Jupiter Resources, Inc. On August 9, 2018, XTC, Inc.,
a Company owned by Chris Lotito, CEO, was awarded custodianship in a shareholder filing with the Eighth Judicial District Court
in Clark County Nevada. On April 30, 2018 the company filed an amendment to change the name of the corporation to Rineon Group,
Inc. On October 1, 2018, the company filed for a name change to AS Capital, Inc. The Company currently intends to serve as a vehicle
to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business
On
June 4, 2019, the Company, XRC, LLC, a Colorado limited liability company (“XRC”) and Xue Ran Gao
(“Purchaser”) entered into a Stock Purchase Agreement (the “SPA”), pursuant to which Purchaser agreed
to purchase from XRC 11,000,000 shares of common stock of the Company and 964 shares of Series A Preferred Stock of the
Company, for aggregate consideration of Four Hundred Ten Thousand Dollars ($410,000) in accordance with the terms and
conditions of the SPA. XRC is the controlling shareholder of the Company. This acquisition closed on July 18, 2019, and is
more fully described in
Note 6 – Subsequent Events
. As a result of the purchase, the Purchaser holds a
controlling interest in the Company, and may unilaterally determine the election of the Board and other substantive matters
requiring approval of the Company’s stockholders.
NOTE 2 - SUMMARY OF 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 for the year ended December 31, 2018. 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 ended December 31, 2018, have been omitted.
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.
NOTE 3 – GOING CONCERN
As reflected in the accompanying unaudited
financial statements, the Company has no current operations from which to generate revenue, has an accumulated deficit of $36,112,048
at June 30, 2019 and had a net loss of $10,858 for the six months ended June 30, 2019. These factors raise substantial doubt about
our ability to continue as a going concern. The financial statements have been prepared assuming that the Company will continue
as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification
of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to
continue as a going concern.
NOTE 4 – PREFERRED STOCK
On September 25, 2018, the Company filed
a Certificate of Designation to designate 1,000,000 shares of Series A Preferred Stock and provide for the rights, privileges,
and preferences of the Series A Preferred Stock. Shares of Series A Preferred Stock may be converted at the holder’s
election into shares of common stock, at the conversion rate of one share of common stock for 12,000 shares of Series A Preferred
Stock. Series A preferred stock has no dividends, liquidation or redemption rights and may vote only on matters pertaining to the
Series A stock.
On September 25, 2018, the Company
filed a Certificate of Designation to designate 3,000,000 shares of Series B Preferred Stock and provide for the rights,
privileges, and preferences of the Series B Preferred Stock. Shares of Series B Preferred Stock may be converted at the
holder’s election into shares of common stock, at the conversion rate of 1,000 shares of common stock for one share of
Series B Preferred Stock. Series B preferred stock has no dividends, liquidation, redemption or voting rights.
On September 25, 2018, the Company
filed a Certificate of Designation to designate 1,000,000 shares of Series C Preferred Stock and provide for the rights,
privileges, and preferences of the Series C Preferred Stock. Shares of Series C Preferred Stock may be converted at the
holder’s election into shares of common stock, at the conversion rate of one share of common stock for one share of
Series C Preferred Stock. Series C preferred stock has no dividends, liquidation or redemption rights. Each share is entitled
to 100,000 votes.
Refer to Note 5 for related party transactions.
NOTE 5 – RELATED PARTY TRANSACTIONS
On August 13, 2018, the Company entered
into a line of credit with MDX, Inc., for up to $50,000 until December 31, 2018. The line of credit bears interest at 5% of the
balance at December 31, 2018. Chris Lotito, CEO, is also the majority member of MDX, Inc. The line of credit had been extended
until December 31, 2019. As of June 30, 2019, and December 31, 2018, there is $9,386 and $46,281, respectively, due on the line
of credit. In addition, there is $2,314 of accrued interest due.
On June 13, 2019, and in anticipation
of the sales transaction with Ms. Gao, MDX, Inc. transferred its line of credit, and assigned the current balance due, including
all outstanding principal and accrued interest, to XRC in consideration of 10,000,000 shares of common stock of the Company. At
the time of the transfer, $48,595 was due under the line of credit. At the same time XRC converted its 1,000,000 shares of Series
C preferred stock into 1,000,000 shares of common stock. Chris Lotito is the managing member of XRC. The sales transaction with
Ms. Gao is more fully described in
Note 6 – Subsequent Events
.
NOTE 6 – SUBSEQUENT EVENTS
Management has evaluated subsequent events
pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available
to be issued, and has determined that there are no material subsequent events that require disclosure in these financial statements
other than below.
On June 4, 2019,
AS Capital, Inc., a Nevada corporation (“we,” “ASIN” or the “Company”), XRC, LLC, a
Colorado limited liability company (“XRC”) and Xue Ran Gao (“Purchaser”) entered into a Stock
Purchase Agreement (the “SPA”), pursuant to which Purchaser agreed to purchase from XRC 11,000,000 shares of
common stock of the Company, par value $0.0001, and 964 shares of Series A Preferred Stock of the Company, par value $0.0001
(collectively, the “Shares”), for aggregate consideration of Four Hundred Ten Thousand Dollars ($410,000) in
accordance with the terms and conditions of the SPA. XRC is the controlling shareholder of the Company. The acquisition of
the Shares consummated on July 18, 2019, and the Shares were ultimately purchased by the following three individuals using
their own personal funds:
Name
|
|
No. of Shares
|
|
Percentage of
Issued and Outstanding
|
|
|
Consideration
|
|
Xue Ran Gao
|
|
8,581,063 of Common Stock;
964 shares of Series A Preferred Stock
|
|
|
76.61%
|
|
|
$
|
319,840
|
|
Yan Hua Zhang
|
|
1,935,633 of Common Stock
|
|
|
17.28%
|
|
|
$
|
72,146
|
|
Kwok Chiu Kris Cheung
|
|
483,304 of Common Stock
|
|
|
4.3%
|
|
|
$
|
18,014
|
|
In connection with
the above, the MDX line of credit, including all outstanding principal and accrued interest was transferred to XRC, LLC, the Company’s
former control shareholder.
Ms. Gao holds a controlling
interest in the Company and may unilaterally determine the election of the Board and other substantive matters requiring approval
of the Company’s stockholders.
Upon the consummation
of the sale of the Shares, Chris Lotito, our Chief Executive Officer and sole director, and John Karatzaferis, our President, resigned
from all of their positions with the Company, effective July 18, 2019. Their resignations were not due to any dispute or disagreement
with the Company on any matter relating to the Company's operations, policies or practices.
Concurrently with such
resignations, Xue Ran Gao was appointed to serve as the Chief Executive Officer, Chief Financial Officer, President, Secretary
and sole Director of the Company, until the next annual meeting of stockholders of the Company and until such director’s
successor is elected and qualified or until such director’s earlier death, resignation or removal. None of the directors
or executive officers has a direct family relationship with any of the Company’s directors or executive officers, or any
person nominated or chosen by the Company to become a director or executive officer. Ms. Gao will serve in her positions without
compensation. The Company hopes to enter into a compensatory arrangement with each officer in the future.
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Form 10-Q includes
"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or
incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates
will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof);
finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such
matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light
of its experience and its perception of historical trends, current conditions and expected future developments, as well as other
factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with
the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market
and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes
in laws or regulation; and other factors, most of which are beyond the control of the Company.
These forward-looking
statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current
expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's
financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii)
the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance
and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking
statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but
are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses,
government regulation, technological change and competition.
Consequently, all of
the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they
will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations
to update any such forward-looking statements.
General Business Development
AS Capital, Inc. (the
“Company”) was incorporated under the laws of the State of Nevada on June 15, 2006 as Jupiter Resources, Inc. On August
9, 2018, XTC, Inc., a Company owned by Chris Lotito, CEO, was awarded custodianship in a shareholder filing with the Eighth Judicial
District Court in Clark County Nevada. On April 30, 2018 the company filed an amendment to change the name of the corporation to
Rineon Group, Inc. On October 1, 2018, the company filed for a name change to AS Capital, Inc. The Company currently intends to
serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic
or foreign business
On June 4, 2019, the
Company, XRC, LLC, a Colorado limited liability company (“XRC”) and Xue Ran Gao (“Purchaser”) entered into
a Stock Purchase Agreement (the “SPA”), pursuant to which Purchaser agreed to purchase from XRC 11,000,000 shares of
common stock of the Company and 964 shares of Series A Preferred Stock of the Company, for aggregate consideration of Four Hundred
Thousand Dollars ($410,000) in accordance with the terms and conditions of the SPA. XRC is the controlling shareholder of the Company.
This acquisition closed on July 18, 2019, and is more fully described in Note 6 – Subsequent Events. As a result of the purchase,
the Purchaser holds a controlling interest in the Company, and may unilaterally determine the election of the Board and other substantive
matters requiring approval of the Company’s stockholders.
Business Strategy
The Company, based
on proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission defines those
companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the
Exchange Act of 1934, as amended, (the “Exchange Act”) and that has no specific business plan or purpose, or has indicated
that its business plan is to merge with an unidentified company or companies.” Under Rule 12b-2 of the Exchange Act, the
Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal
operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check”
companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in
our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply
with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.
The Company’s
principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through
a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate
target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. We are
in active discussions with an operating company for a potential business combination. There is no assurance that we will be able
to successfully consummate such an acquisition or that following such acquisition we will be eligible to trade on a national securities
exchange, or be quoted on the Over-the-Counter.
Results of Operations
Comparison of
the three months ended June 30, 2019 and 2018.
Net Revenues
.
We did not generate revenues during the three months ended June 30, 2019 and 2018.
General and Administrative
Expenses
. We incurred general and administrative expenses of $7,104 and $604 during the three months ended June 30, 2019 and
2018, respectively.
Net Loss
. We
incurred a net loss of $7,104 and $604 during the three months ended June 30 2019 and 2018, respectively. The net losses consisted
solely of general and administrative expenses.
We are in active discussions
with an operating company for a potential business combination. In the event that we are able to successfully consummate such acquisition,
we expect our net revenues and general and administrative expenses to increase.
Comparison of the six months ended
June 30, 2019 and 2018.
Net Revenues
.
We did not generate revenues during the six months ended June 30, 2019 and 2018.
General and Administrative
Expenses
. We incurred general and administrative expenses of $10,858 and $1200 during the six months ended June 30, 2019 and
2018, respectively.
Net Loss
. We
incurred a net loss of $10,858 and $1200 during the six months ended June 30 2019 and 2018, respectively. The net losses consisted
solely of general and administrative expenses.
We are in active discussions
with an operating company for a potential business combination. In the event that we are able to successfully consummate such acquisition,
we expect our revenues and general and administrative expenses to increase as we expand our finance and administrative staff, add
infrastructure, and incur additional costs related to being reporting act company, including directors’ and officers’
insurance and increased professional fees.
Liquidity and Capital Resources
As of June 30, 2019,
we had total current assets of $907, all of which is cash, and total current liabilities of $11,700 consisting of $9,386 of related
party liabilities and $2,314 of accrued interest due to a related party. As of June 30, 2018, we had total current assets of $65,
all of which is in cash, and total current liabilities of $48,595 consisting of $46,281 of related party liabilities and $2,314
of accrued interest due to a related party. All of these current liabilities were subsequently transferred to our former control
shareholder in connection with the sale of such shareholder’s securities to Xue Ran Goa. The transfer of liabilities is more
fully described in
Note 4-Subsequent Events
.
Going Concern
We currently do
not generate sufficient funds from operations to finance our operations. Our auditors noted in our Amendment No. 5 to
Registration Statement on Form 10-12(g) filed with the Securities and Exchange Commission on July 17, 2019, that we
experienced a working capital deficit of $52,284 and an accumulated deficit of $36,104,944 at March 31, 2019. As such, our
continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our
stockholders. While we believe that existing shareholders will continue to provide the additional cash to meet our
obligations as they become due, there can be no assurance that we will be able to raise such additional capital resources on
satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support
general operations for at least the next 12 months.
|
|
Six Months Ended June 30,
|
|
|
|
2019
|
|
|
2018
|
|
Net cash generated from (used in) operating activities
|
|
$
|
(10,858
|
)
|
|
$
|
(1,200
|
)
|
Net cash (used in) provided by investing activities
|
|
$
|
–
|
|
|
$
|
–
|
|
Net cash (used in) generated from financing activities
|
|
$
|
11,700
|
|
|
$
|
–
|
|
Net Cash Generated From (Used In) Operating
Activities.
Net cash used in operating
activities was $10,858 for the six months ended June 30, 2019 as compared to $1,200 for the six months ended June 30, 2018.
Net Cash Used In Investing Activities.
Investing activities
did not provide us with any net cash during the six months ended June 30, 2019 and 2018.
Net Cash (Used In) Provided By Financing
Activities.
Net cash provided by
financing activities was $11,700 compared to $0 for the six months ended June 30, 2019 and 2018. Cash from financing activities
consisted of $19,700 of related party proceeds offset by repayment to a related party.
Critical accounting policies
The
preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates
and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the
circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities.
Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies
are more fully discussed in Note 2 to our financial statements contained herein.
Recent accounting pronouncements
The Company has reviewed
all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements
may be expected to cause a material impact on its financial condition or the results of its operations.