The following discussion and analysis of our results of operations and financial
condition should be read together with our unaudited financial statements and
the notes thereto, which are included elsewhere in this Report and our Annual
Report on Form 10-K for the year ended December 31, 2020 (the "Annual Report")
filed with SEC. Our financial statements have been prepared in accordance with
generally accepted accounting principles in the United States (the "U.S. GAAP").
Overview
We were in the State of Delaware incorporated on June 1, 2017. We are a
development stage company and have extremely limited financial resources. We
have not commenced operation nor have we established a source of equity or debt
financing. Our financial statements include a note emphasizing the uncertainty
of our ability to remain a going concern.
On August 12, 2020, pursuant to a Stock Purchase Agreement (the "SPA") entered
into by and between Xin Jiang (the "Purchaser") and Itzhak Ostashinsky (the
"Seller"), a controlling stockholder as well as Chief Executive Officer, Chief
Financial Officer, President, Secretary and director of the Company, the Seller
sold to the Purchaser 8,000,000 shares of common stock, par value $0.0001 per
share, of the Company, representing 78.4% of the total issued and outstanding
shares of common stock as of August 24, 2020, in consideration of $251,177 in
cash from the Purchaser's personal funds (the "Transaction"). In connection with
the Transaction, the Seller resigned as Chief Executive Officer, Chief Financial
Officer, President, Secretary and director of the Company, effective immediately
upon the consummation of the Transaction. Xin Jiang was then appointed as Chief
Executive Officer, Chief Financial Officer, President, Secretary and director of
the Company. The Transaction resulted in a change in control of the Company.
We plan to operate in the field of health-related products, with a focus on the
developing and promoting selenium-infused mineral water and energy mattress. In
addition, we plan to offer health services, including health assessments, health
consultations, and health recoveries.
We are currently evaluating the optimal approaches to implement these plans,
including through mergers and acquisitions of health products or services
companies in China. Due to the dynamic nature and the global impact of the COVID
19 pandemic, we cannot reasonably estimate the timeline to implement our
business plans.
Results of Operations
Revenues
We did not generate any revenue for the three months ended March 31, 2021 and
2020 and do not expect to generate any revenue until our business plans are
implemented.
General and Administrative Expenses
During the three months ended March 31, 2021 and 2020, we incurred $9,050 and
$12,314 of general and administrative expenses, respectively. Our general and
administrative expenses primarily consisted of auditor fees, officer's
contributed corporate administrative service costs, professional fees and filing
fees, which are routine costs associated with a public company for financial
reporting requirements. The decrease in the general and administrative expenses
in the three months ended March 31, 2021 compared to the same period of last
year was due to there were no officer's contributed corporate administrative
service costs after the change of control.
Going Concern
The future of our company is dependent upon our ability to implement our new
business plans and initiatives and our ability to generate positive net profits
from implementation of our business plans. Management plans to seek additional
funding through either equity or debt financings from its principal stockholder
to support its operations for the next twelve months. However, there is no
assurance that such funds will be available or available on acceptable terms. If
adequate funds are not available or are not available on acceptable terms, we
may not be able to take advantage of prospective new business endeavors or
opportunities, which could significantly and materially restrict our business
operations. These conditions raise substantial doubt about the Company's ability
to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future,
on additional financing to fund operating expenses, primarily loans and/or
capital contribution from its principal stockholder. As the Company is a shell
company, its operating expenses are limited. Management believes that the
financing from its principal stockholder will provide it with the funding to
continue as a going concern.
Liquidity and Capital Resources
Cash Flows from Operating Activities
Net cash used in operating activities was $17,000 for the three months ended
March 31, 2021, compared to net cash used in operating activities of $6,154 for
the same period of 2020, represented an increase of $10,846 in the net cash
outflow in operating activities. This is due to some of the operating expenses
in the period of March 31, 2020 were contributed by the former officer for no
cash compensation.
Cash Flows from Financing Activities
For the three months ended March 31, 2021, net cash generated by financing
activities was $17,000, representing capital contributions from the major
stockholder to support the operations of the Company. For the three months ended
March 31, 2020, net cash generated by financing activities was $6,100,
representing advances from the former major stockholder to support the Company's
operations.
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Commitments and Capital Expenditures
We presently have no material commitments for capital expenditures.
Critical Accounting Policies Involving Management Estimates and Assumptions
Our discussion and analysis of our financial condition and results of operations
is based on our financial statements. In preparing our financial statements in
conformity with U.S. GAAP, we must make a variety of estimates that affect the
reported amounts and related disclosures. See Note 3 of our interim financial
statements included elsewhere in this Report and the Company's Annual Report on
Form 10-K for the year ended December 31, 2020.
Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial
partnerships, such as entities often referred to as structured finance or
special purpose entities, which would have been established for the purpose of
facilitating off-balance sheet financial arrangements.
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