The terms "HQDA", "Company", "we", "our", and "us" refer to HQDA Elderly Life
Network Corp. (formerly Hartford Retirement Network Corp.) unless the context
suggests otherwise.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes "forward-looking statements" as
defined by the Securities and Exchange Commission, or SEC. We make these
forward-looking statements in reliance on the safe harbor protections provided
under the Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical facts, included in this Form 10-Q that
address activities, events or developments that we expect, believe or anticipate
will or may occur in the future are forward-looking statements. These
forward-looking statements are based on assumptions which we believe are
reasonable based on current expectations and projections about future events and
industry conditions and trends affecting our business. However, whether actual
results and developments will conform to our expectations and predictions is
subject to a number of risks and uncertainties that, among other things, could
cause actual results to differ materially from those contained in the
forward-looking statements, including without limitation the Risk Factors set
forth in our Annual Report on Form 10-K for the year ended June 30, 2018
including the following:
? our failure to obtain additional financing;
? our inability to continue as a going concern;
? the unique difficulties and uncertainties inherent in the business;
? local and multi-national economic and political conditions, and
? our common stock.
General
HQDA Elderly Life Network Corp. (formerly Hartford Retirement Network Corp.)
("HQDA" or the "Company") was incorporated in the State of Nevada on January 21,
2004. Our principal offices are located at Suite J, 8780 Valley Blvd., Rosemead,
California 91770. Our telephone number is (626) 877-8187.
The Company has not had any bankruptcy, receivership or similar proceeding since
incorporation.
Our business plan is owning, leasing and/or operating senior living residences
that provide seniors with a supportive, home life setting with care and
services, including activities of daily living, life enrichment and health and
wellness in certain cities in China. We also plan to operate a network carrier,
providing scheduled air transportation to passengers, travel destination
services to leisure travelers.
The Senior Living Industry
Through our newly acquired and wholly-owned subsidiary, Shanghai Hongfu Health
management Ltd., we purchased senior living facilities in April 2018, launched a
senior living residences business, which, hosts to mostly men and women over the
age of 50. We intend to expand the business of owning, leasing and/or operating
senior living residences that will provide seniors with supportive, home life
setting with care and services, including activities of daily living, life
enrichment and health and wellness in China.
The senior living industry encompasses a broad spectrum of senior living service
and care options, which include independent living, assisted living and skilled
nursing care. Our primary focus will be on the independent living services.
Independent living is designed to meet the needs of seniors who choose to live
in an environment surrounded by their peers where they receive services such as
housekeeping, meals and activities, but are not reliant on assistance with
activities of daily living (for example, bathing, eating and dressing), although
we may offer these services through contracts with third parties.
Our operating philosophy is to provide services and care which meet the
individual needs of its residents, and to enhance their physical and mental
well-being, thereby allowing them to live longer and to "age in place." These
facilities will offer, on a 24-hour basis, personal, supportive and home health
care services appropriate for their residents in a home-like setting, which
allow residents to maintain their independence and quality of life. We predict
that the average of the residents at our facilities will be between 55 and 70.
Our primary focus will be in China, where we intend to grow and become a leader
in senior living facilities. We also will seek to develop or acquire facilities
and manage or cooperate with existing facilities as well. We believe that by
concentrating or "clustering" our facilities in target areas with desirable
demographics, can increase the efficiency of our management resources and
achieve broad economies of scale.
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The long-term care industry encompasses a wide continuum of services and
residential arrangements for elderly senior citizens. Skilled nursing facilities
provide the highest level of care and are designed for elderly senior citizens
who need chronic nursing and medical attention and are not able to live on their
own. Further, skilled nursing facilities tend to be one of the most expensive
alternatives while providing elderly senior citizens with limited independence
and a diminished quality of life. On the other end of the continuum is
home-based care, which typically is provided in an individual's private
residence. While this alternative allows the elderly individual to "age in
place" in his or her home and, in certain instances, can provide most of the
services available at a skilled nursing facility, it does not foster any sense
of community or the ability to participate in group activities.
Assisted living facilities generally are designed to fill the gap in the middle
of this continuum. Assisted living facilities have been described by the
Assisted Living Federation of America ("ALFA") as providing a special
combination of housing and personal, supportive and home health care services
designed to respond to the individual needs of those who need, or desire help
with their activities of daily living, including personal care and household
management. Services in an assisted living facility are generally available 24
hours a day to meet the scheduled and unscheduled needs of residents, thereby
promoting maximum dignity and independence.
The assisted living industry is highly fragmented in China. At present, the
industry is characterized by participants who operate only a limited number of
facilities and who frequently can offer only basic assistance with a limited
number of activities of daily living. We intend to be characterized by the
following: (i) the ability to offer premium accommodations and a comprehensive
bundle of standard services for a single inclusive monthly fee; (ii)
sophisticated, professional management structures and highly trained employees;
(iii) a cost-efficient, user-specific prototype facility; and (iv) experience in
providing home health care services.
Our facilities will provide services and care which are designed to meet the
individual needs of its residents, enhance their physical and mental well-being
and promote a supportive, independent and home-like setting. Most of our
facilities will be primarily designed as premium facilities at which residents
receive a comprehensive, bundled package of standard services for a single
monthly fee.
We will strive to combine in our facilities the best aspects of independent
living with the protection and safety of assisted living, with trained staff
members who provide 24-hour care and monitoring of every resident. The senior
living facilities will be designed and decorated to have a home-like atmosphere.
Residents will be encouraged to furnish their rooms with personal items they
have collected during their lifetime. Our senior living facilities differ from
skilled nursing facilities in that our senior living facilities will not provide
the more extensive, and costly, nursing and medical care found in nursing homes.
Aviation and Travel
In less than two decades China has grown from travel minnows to the world's more
powerful outbound market. According to China Tourism Academy, Chinese travelers
made a total of 140 million outbound trips in 2018, up 13.5 percent from the
previous year's 129 million. They have spent more than $120 billion, compared to
$100 billion in 2017. China has become a main contributor to the global tourism
industry. The China outbound Tourism Research Institute predicts that overseas
trips by the Chinese residents will reach more than 400 million by 2030.
In April 2019, we entered into a Business Project Investment Agreement (the
"Acquisition Agreement") through our wholly owned subsidiary with Palau
Asia-Pacific International Aviation and Travel Agency consisting of Palau Asia
Pacific Air Management Limited, Global Tourism Management Limited and Global
(Guangzhou) Tourism Service Co., Ltd. (collectively the "Project Company")
pursuant to which we will acquire 51% of the issued and outstanding capital
stock of Project Company for $8,000,000, representing 49% of the Project
Company's dividend distribution, voting rights and liquidation interest of
assets. The Project Company currently has 2 scheduled air lines from Macao to
Palau, where there is a series of islands in West Pacific Rim and Macao to
Cambodia. Palau is relatively unknown destination for Chinese travelers.
We control marketing, scheduling, ticketing, pricing and seat inventories. Our
mission is to help Chinese leisure travelers experience Palau and to became a
travel company that will provide one stop for all by providing passenger
airlines, hotel reservations services and other excursion activity booking
services on Palau. We have completed an initial payment of $3,000,000 of the
total $8,000,000 purchase price with remaining payments of $2,000,000 and
$3,000,00 due on June 30, 2019 and September 30, 2019, respectively. However,
the acquisition was subject to continuing due diligence, negotiation and
customary closing conditions, including completion of an audit. The process of
due diligence and audit are still on going. Therefore, additional payments have
been postponed until a satisfactory audit can be delivered and other due
diligence has been completed. We cannot be assured that the transaction will be
completed as intended.
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Results of Operations
Three months ended September 30,
2019 2018
Revenue $ 172,176 $ 41,782
Operating costs:
General and administrative cost 250,861 46,755
Depreciation and amortization 37,594 340
Professional fees 27,500 108,862
Other operating cost 5,981 1,689
321,936 157,646
Operating loss $ (149,760 ) $ (115,864 )Three months ended September 30, 2019 compared to three months ended September
30, 2018
Operating loss decreased $33,896 in the three months period ended September 30,
2019 as compared to the same period ended in 2018. The increase was primarily
due to an increase of $130,394 in revenue, partially offset by an increase of
$164,290 in total operating cost. The increase in revenue is due to the gradual
ramping up of operations at the senior residence since launching in first
quarter of 2019.
The increases in general and administrative cost and depreciation and
amortization expenses are due to the launching of senior living residence
operations beginning of fiscal year 2019 in Shanghai and increase in fixed
assets.
Excluding the non-cash expenses of depreciation and amortization, the operating
loss would have been $112,166 and $115,524, for the three months ended September
30, 2019 and 2018, respectively.
Liquidity and Capital Resources
At September 30, 2019, we had cash on hand of $102,936 and liabilities of
$3,048,962. We will require additional funding in order to cover all anticipated
administration costs and to proceed with the Asset Purchase Agreement executed
on April 2, 2018 and to seek out additional travel agents for similar contracts.
We also intend to provide management services to retirement homes, commercial
properties and apartment buildings in China, which will result in higher
administrative costs in the future.
Capital Expenditures
On April 2, 2018, we entered into an Asset Purchase Agreement (the "APA")
whereby we purchased land, buildings, and right to use, construction use rights
and other property rights located in Shanghai from a third party. Properties are
split into two groups:
? Property A: land use rights and adhesive substance use rights, right to own,
and right to operate of the land located in Shanghai Pudong New Area
Zhangjiang Ziwei Rd No. 372 and No. 376.
? Property B: land use right, adhesive substance under construction use rights,
right to own, and right to operate of the land located in Shanghai Chongming
District San Shuang Gong Lu No. 4797.
We have agreed to pay the purchase price totaling RMB 233,000,000 in
instalments. Payments of $24,393,723 (RMB 171,000,000) have been made through
September 30, 2019 and the remainder of $8,844,508 (RMB62,000,000) is due on or
before December 31, 2019. Although we have the rights to operate the senior
living facilities purchased under this agreement, we have not yet received a
deed for Property A because the seller is involved in several lawsuits that have
already resulted in rulings to restrict transfer of this asset by Shanghai local
district courts. Therefore, we are not going to make any further payments until
this asset is free of the restrictions.
Employees
At present, we have 14 employees, other than our current officers and directors,
who devote their time as required to our business operations.
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Off-balance Sheet Arrangements
As of September 30, 2019, we have no off-balance sheet arrangements that would
require disclosure.
Critical Accounting Policies
Our interim financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America. Preparing
financial statements in accordance with generally accepted accounting principles
requires management to make estimates and assumptions which affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the balance sheet dates, and the recognition of revenues and
expenses for the reporting periods. These estimates and assumptions are affected
by management's application of accounting policies.
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HQDA ELDERLY LIFE NETWORK CORP. 
