Forward-Looking Statements
Certain statements, other than purely historical information, including
estimates, projections, statements relating to our business plans, objectives,
and expected operating results, and the assumptions upon which those statements
are based, are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements generally are identified by the words "believes,"
"project," "expects," "anticipates," "estimates," "intends," "strategy," "plan,"
"may," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. We intend such forward-looking statements to be covered by
the safe-harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are including this
statement for purposes of complying with those safe-harbor provisions.
Forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties which may cause actual results to
differ materially from the forward-looking statements. Our ability to predict
results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse effect on our operations
and future prospects on a consolidated basis include, but are not limited to:
changes in economic conditions, legislative/regulatory changes, availability of
capital, interest rates, competition, and generally accepted accounting
principles. These risks and uncertainties should also be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements. We undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.
Overview
As of June 30, 2020 we were still a shell company and had not yet begun
operations. We have no source of revenue and need additional cash resources to
maintain the operations. Our ability to continue as a going concern is dependent
on our ability to raise additional capital or obtain necessary debt financing.
We are presently dependent on our Chief Executive Officer, Mr. Kingrich Lee to
either provide us funding for our daily operation and expenses, including
professional fee and fees charged by regulators, although he is under no
obligation to do so, or to spearhead financing efforts with third parties.
We currently do not have any arrangements in place to complete any financings
and there is no assurance that we will be successful in completing any such
financings on terms that will be acceptable.
Our priority, should we receive such additional funds, is to pay our legal,
accounting and other fees associated with our Company and our filing obligations
under United States federal securities laws, as well as to pay our other
accounts payable generated in the ordinary course of our business.
Once these costs are accounted for, we will focus on the following activities:
? Continue to work to establish a management team to work on establishing
pharmaceutical operations in the Boston area.
? Continue intellectual property registration work for drug candidates.
Any failure to raise money will have the effect of delaying the timeframes in
the business plan as set forth above, and we may have to push back the dates of
such activities.
Going Concern
As of June 30, 2020, we were a shell company and have not yet begun operations.
We have no source of revenue and need additional cash resources to maintain the
operations. Our ability to continue as a going concern is dependent on our
ability to raise additional capital or obtain necessary debt financing. We are
presently dependent on our Chief Executive Officer, Mr. Kingrich Lee, to either
provide us funding for its daily operation and expenses, including professional
fee and fees charged by regulators, although he is under no obligation to do so,
or to spearhead financing efforts with third parties.
As of June 30, 2020 we had current assets of $13,414, liabilities totaling
$1,416,365, have incurred losses since inception of $3,302,469, and have not yet
received any revenue from sales of products or services. These factors raise
substantial doubt about our ability to continue as a going concern for a period
of one year after the date that the financial statements are issued. Our ability
to continue as a going concern is dependent on our ability to raise additional
capital or obtain necessary debt financing. We are presently dependent on our
controlling shareholder to provide us funding for our daily operation and
expenses, including professional fee and fees charged by regulators, although he
is under no obligation to do so.
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Any failure to raise additional funds will have the effect of delaying the
timeframes as described in our business plan as set forth above and elsewhere in
this Quarterly Report on Form 10-Q, and we may have to push back the dates or
modify the scope of such planned activities.
In March 2020, the World Health Organization declared the global novel
coronavirus disease 2019 (COVID-19) outbreak a pandemic. As we are still a shell
company, the Company's operations have not been significantly impacted
financially by the COVID-19 outbreak other than to delay the Company's plans to
develop the business and raise required funds. We cannot at this time predict
the specific extent, duration, or full impact that the COVID-19 outbreak will
have on our financial condition and ability to raise additional capital to
finance future planned operations.
Management has been taking steps to improve the financial position of the
Company. Subsequent to June 30, 2020, in January 2021, we sold 300,000 shares of
our common stock at $0.40 per share for gross proceeds of $120,000. In February
2021, $1.2 million of Company debt that was owed to Mr. Kingrich Lee was
converted into 3,000,000 shares of our common stock at a conversion price of
$0.40 per share. In April 2021, the Company sold 300,000 shares of its common
stock at a purchase price of $0.40 per share for total gross proceeds of
$120,000. In May 2021, the Company sold 187,500 shares of its common stock at a
purchase price of $0.40 per share for total gross proceeds of $75,000.
Results of Operations
Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019
General and Administrative Expenses
As we are still a shell company without operations during the three month
periods ended June 30, 2020 and 2019, our expenses were primarily general and
administrative related. We recognized general and administrative expenses for
the three months ended June 30, 2020 and 2019 of $74,483 and $140,515,
respectively.
Our operating expenses for the three months ended June 30, 2020 consisted
primarily of professional fees of $7,982 and officer compensation of $64,528.
Our operating expenses for the three months ended June 30, 2019 consisted mainly
of professional fees of $54,817, officer compensation of $66,889, and travel
expenses of $13,637.
Operating expenses decreased significantly during the three months ended June
30, 2020 from the comparable prior period in 2019 because we delayed our annual
audit and certain other professional services and there was decreased business
travel due to COVID-19.
We anticipate our operating expenses will increase significantly as we proceed
to implement our business plan described above and become operational.
Net Loss
We incurred a net loss of $74,696 and $140,514 for the three months ended June
30, 2020 and 2019, respectively.
Liquidity and Capital Resources
On June 30, 2020, we had $13,414 in current assets, consisting of $3,063 in cash
and $10,351 in prepaid expense and other current assets, and current liabilities
in the amount of $1,416,365, consisting of accrued liabilities of $79,691, a
note payable of $15,000, accrued interest of $213, accrued officer compensation
of $187,500, and $1,133,961 due to an officer. We had a net working capital
deficit of $1,402,951 as of June 30, 2020.
The table below sets forth selected cash flow data for the periods presented:
Three Months Ended
June 30,
2020 2019
Net cash used in operating activities $ (11,981 ) $ (108,030 )
Net cash provided by financing activities 15,000 154,670
Net increase in cash
$ 3,019 $ 46,640
Our negative operating cash flows were mainly a result of operating expenses and
no revenue (see Result of Operations). Our positive financing cash flows were a
result of proceeds from officer loans and a note payable.
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On November 1, 2018, we entered into a one-year employment agreement with Mr.
Lee to continue his employment as our Chief Executive Officer, continuing on a
year-to-year basis thereafter unless terminated by either party on not less than
thirty (30) days' notice prior to the expiration of the one-year extension
anniversary (current agreement is through October 31, 2021). His salary is
$180,000 a year. Additionally, he shall be entitled to an education allowance
for his children who are attending full-time local education from kindergarten
to senior secondary levels in any type of school and a housing allowance of
$3,000 a month. Upon termination of Mr. Lee's employment, except for termination
for cause or termination by Mr. Lee, he shall be entitled to a payment equal to
two (2) months' salary ($30,000 at June 30, 2020) and shall also be eligible to
retain his other benefits for a period of six (6) months.
We have insufficient cash to operate our business at the current level for the
next 12 months from the issuance date of this report and insufficient cash to
achieve our business goals. The success of our business plan beyond the next 12
months from the issuance date of this report is contingent upon us obtaining
additional financing. We intend to fund operations through debt and/or equity
financing arrangements, which may be insufficient to fund our capital
expenditures, working capital, or other cash requirements. We do not have any
formal commitments or arrangements for the sale of stock or the advancement of
loans of funds at this time. There can be no assurance that such additional
financing will be available to us on acceptable terms, or at all.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
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