The following management's discussion and analysis should be read in conjunction
with our financial statements and the notes thereto and the other financial
information appearing elsewhere in this report. Our financial statements are
prepared in U.S. dollars and in accordance with U.S. GAAP.
Special Note Regarding Forward Looking Statements
In addition to historical information, this report contains forward-looking
statements. We use words such as "believe," "expect," "anticipate," "project,"
"target," "plan," "optimistic," "intend," "aim," "will" or similar expressions
which are intended to identify forward-looking statements. Such statements
include, among others, those concerning market and industry segment growth; any
projections of earnings, revenue, margins or other financial items; any
statements of the plans, strategies and objectives of management for future
operations; any statements regarding future economic conditions or performance;
as well as all assumptions, expectations, predictions, intentions or beliefs
about future events. You are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and uncertainties,
including those identified in our most recent Annual Report on Form 10-K, as
well as assumptions, which, if they were to ever materialize or prove incorrect,
could cause our results to differ materially from those expressed or implied by
such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made
by us in this report and our other filings with the SEC. These reports attempt
to advise interested parties of the risks and factors that may affect our
business, financial condition and results of operations and prospects. The
forward-looking statements made in this report speak only as of the date hereof
and we disclaim any obligation, except as required by law, to provide updates,
revisions or amendments to any forward-looking statements to reflect changes in
our expectations or future events.
Overview
Shentang International, Inc. ("we" or the "Company") was incorporated in the
State of Nevada on June 29, 2007. We were an exploration stage company engaged
in the exploration of mineral resource properties.
On July 22, 2009, the Company conducted a 1-to-10 stock split (the "Stock
Split") of the issued and outstanding common stock, so the Company's issued and
outstanding shares increased from 1,670,000 to 16,700,000 with par value of
$0.001. Immediately after the Stock Split on July 22, 2009, the Company entered
into a Share Exchange Agreement (the "Exchange Agreement") with Boom Spring,
Inc. ("Boom Spring"), and the shareholders of Boom Spring. Pursuant to the terms
of the Exchange Agreement, the shareholders of Boom Spring transferred to the
Company all of the equity interest of Boom Spring in exchange for 12,000,000
outstanding shares of the Company and 33,300,000 newly issued shares of the
Company (the "Share Exchange"). As a result of the Share Exchange, Boom Spring
became a wholly owned subsidiary of the Company and the Company became a holding
company with issued and outstanding common stock of 50,000,000 with par value of
$0.001.
Pursuant to a board resolution dated October 21, 2009, the Company increased its
authorized number of common stock from 50,000,000 to 190,000,000, and conducted
a 2-for-5 reverse stock split (the "Reverse Stock Split") of the issued and
outstanding common stock. After the Reverse Stock Split, the Company's issued
and outstanding shares changed from 50,000,000 to 20,000,000 with par value of
$0.001 effective on October 21, 2009. This reverse stock split also gave
retroactive effect in the balance sheet as of December 31, 2008 and the
computation of basic and diluted EPS is adjusted retroactively for all period
presented accordingly.
The Company had exclusive use of the core technologies, including hollow/solid
glass processing technology, pure manual glass rod processing technology, wire
processing technology and painting processing technology. It developed "Yi Fan
Feng Shun" liquor vessel with the brand of Wu Liang Ye. The Company was engaged
in expanding in the international market. The Company also planned to build or
acquire its own production capacity to meet the demand in the domestic Chinese
market by purchasing or acquiring new equipment of machine-made glass producing.
The objective of the Company was to become a large-scaled glass craftwork
supplier and further develop its innovational technology.
On May 11, 2018, the Eighth Judicial District Court of Nevada appointed
Custodian Ventures, LLC as custodian for Shentang International, Inc., proper
notice having been given to the officers and directors of Shentang
International, Inc. There was no opposition.
On May 18, 2018, the Company filed a certificate of revival with the state of
Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director.
9
On May 31, 2018, the Company obtained a promissory note in amount of $7,500 from
its custodian, Custodian Ventures, LLC, the managing member being David Lazar.
The note bears an interest of 3% and all unpaid interest and principal is due
within 180 days following written demand.
On May 31, 2018, the Company issued 27,000,000 shares of common stock to
Custodian Ventures, LLC at par for shares valued at $27,000 in exchange for
settlement of a portion of a related party loan for amounts advanced to the
Company in the amount of $19,500, and the promissory note issued to the Company
in the amount $7,500.
On July 2, 2018, the Company terminated its registration with the U.S.
Securities and Exchange Commission (the "SEC").
On August 2, 2018, the Company filed a Form 10-12G, and on September 18, 2018,
the Company filed the Amendment No. 1 to Form 10-12G which went effective on
October 1, 2018.
On November 19, 2019, the Company board of directors determined that it was in
their best interest to redeem the 27,000,000 shares of common stock, held by
Custodian Ventures, LLC. In addition, the Company elected to cancel and return
to the shareholder the promissory note dated May 31, 2018 in the amount of
$7,500. The Company shall also pay the additional amount of $19,168.97 by
issuance of a promissory note and cancel all interest due on the May 31, 2018
note. The promissory note dated November 19, 2019, in the amount of $19,168.97
is due and payable in full within one hundred eight (180) days following written
demand by the holder and bears an interest rate of 3% per annum.
On November 07, 2019 the board of directors approved the issuance of 10,000,000
shares of Series A preferred stock to Custodian Ventures, LLC, with a par value
of $0.001 per share for a total of $1,400,000 for consulting services provided
by Custodian Ventures, LLC to the Company. The Company's common stock and
preferred stock have different voting rights whereby one share of common stock
is entitled to one (1) vote and one share of preferred stock is entitled to one
hundred (100) votes.
On April 29, 2020, the Company entered into and closed the transaction
contemplated by a stock purchase agreement (the "Stock Purchase Agreement")
between the Company, Plentiful Limited, a Samoan company (the "Purchaser"), and
Custodian Ventures, LLC, a Wyoming limited liability company (the "Principal")
controlled by David Lazar, an individual (together with the Principal, the
"Seller"), the controlling shareholder of the Company. Pursuant to the Stock
Purchase Agreement, Purchaser purchased 10,000,000 shares of preferred stock
(the "Shares") of the Company from the Principal. The full purchase price set
forth in the Stock Purchase Agreement is $240,000, or $0.024, per share. Upon
the closing, $225,000 of the purchase price was paid to Principal, and the
balance of $15,000 will be paid once the Company's common stock has received
full DTC eligibility approval, subject to the condition that such approval must
be obtained by June 5, 2020, or a later date as agreed by Purchaser. The Shares
represent approximately 98% of the Company's outstanding voting power as of the
closing. Accordingly, as a result of the transaction, Purchaser became the
controlling shareholder of the Company.
In connection with the closing of the stock purchase transaction, on April 29,
2020, David Lazar, the sole director of the Company, submitted his resignation
letter, pursuant to which he resigned from all offices of the Company that he
held effective as of the closing of the stock purchase transaction and from the
board of directors effective ten (10) days following the filing of Schedule
14f-1 with the SEC. The resignation of Mr. Lazar was not in connection with any
known disagreement with the Company on any matter. Upon the closing of the stock
purchase transaction, on April 29, 2020, Lei Xu was appointed as a director of
the Company and for the offices previously held by Mr. Lazar, effective as of
the closing of the stock purchase transaction. In addition, David Lazar signed a
Loan Forgiveness and Cancellation Agreement with the Company, under which he
agreed to forgive all of the indebtedness owed to him by the Company as of the
closing of the stock purchase transaction.
The Company's current business objective is to seek a business combination with
an operating company. We intend to use the Company's limited personnel and
financial resources in connection with such activities. The Company will utilize
its capital stock, debt or a combination of capital stock and debt, in effecting
a business combination. It is expected that entering into a business combination
may involve the issuance of restricted shares of capital stock.
Shentang International, Inc. has administrative offices located at House 1E1,
Zhuoyue Weigang North, Nanshan District, Shenzhen, P.R. China 518000.
The Company's fiscal year end is December 31.
Critical Accounting Policies and Estimates
Our condensed financial statements are prepared in accordance with GAAP. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets and liabilities, 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.
We base our estimates and judgments on historical experience and other factors
that we believe to be reasonable under the circumstances. Materially different
results can occur as circumstances change and additional information becomes
known, even for estimates and judgments that are not deemed critical.
10
Going Concern
The accompanying financial statements have been prepared in conformity with
GAAP, which contemplate continuation of the Company as a going concern. The
Company has not completed its efforts to establish a stabilized source of
revenues sufficient to cover operating costs over an extended period of time.
These conditions raise substantial doubt as to our ability to continue as a
going concern.
Results of Operations
For the three months ended September 30, 2020 compared to the three months ended
September 30, 2019.
Revenue
For the three months ending September 30, 2020, the Company generated $0 in
revenues. For the three months ended September 30, 2019, the Company generated
$0 in revenues.
Expenses
For the three months ended September 30, 2020, we incurred operating expenses of
$4,579 compared to $2,900 for the three months ended September 30, 2019. The
increase is mainly due to filing fees and expenses associated with the Company
obtaining DTC eligibility.
Net loss
For the three months ended September 30, 2020, we incurred a net loss of $4,579
compared to a net loss of $2,806 for the three months ended September 30, 2019.
The increase is due to filing fees and expenses associated with the Company
obtaining DTC eligibility.
For the nine months ended September 30, 2020 compared to the nine months ended
September 30, 2019.
Revenue
For the nine months ending September 30, 2020, the Company generated $0 in
revenues. For the nine months ended September 30, 2019, the Company generated $0
in revenues.
Expenses
For the nine months ended September 30, 2020, we incurred operating expenses of
$35,177 compared to $16,733 for the nine months ended September 30, 2019. The
increase is due to filing fees and expenses associated with the Company
obtaining DTC eligibility as well as increased legal fees.
Net loss
For the nine months ended September 30, 2020 we incurred a net loss of $35,464
compared to $16,364 for the nine months ended September 30, 2019. The increase
is due to filing fees and expenses associated with the Company obtaining DTC
eligibility as well as increased legal fees.
Liquidity and Capital Resources
As of September 30, 2020, the Company has no business operations and no cash
resources other than that provided by Management. We are dependent upon interim
funding provided by Management or our controlling shareholder to pay
professional fees and expenses. Our Management and our controlling shareholder
have agreed to provide funding as may be required to pay for accounting fees and
other administrative expenses of the Company until the Company enters into a
business combination. The Company would be unable to continue as a going concern
without interim financing provided by Management. As of September 30, 2020, we
had $1,793 in cash held in trust by the Company's attorney. As of September 30,
2019, we had $0 in cash.
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If we require additional financing, we cannot predict whether equity or debt
financing will become available at terms acceptable to us, if at all. The
Company depends upon services provided by Management and our controlling
shareholder to fulfill its filing obligations under the Exchange Act. At
present, the Company has no financial resources to pay for such services.
The Company does not currently engage in any business activities that provide
cash flow. The costs of investigating and analyzing business combinations,
maintaining the filing of Exchange Act reports, the investigation, analyzing,
and consummation of an acquisition for an unlimited period of time will be paid
from additional money contributed by Lei Xu, our sole officer and director, or
our controlling shareholder.
During the next 12 months we anticipate incurring costs related to:
? filing of Exchange Act reports.
? franchise fees, registered agent fees, legal fees and accounting fees, and
? investigating, analyzing and consummating an acquisition or business
combination.
We believe that we will be able to meet these costs as necessary, to be
advanced/loaned to us by Management and/or our controlling shareholder.
On September 30, 2020 and September 30, 2019, we have had $0 in current assets
and $8,000 in current assets, respectively. As of September 30, 2020, we had
$28,490 in liabilities, consisting of amounts due to related party and accrued
expenses. As of September 30, 2019, we had $43,868 in liabilities.
We had a negative cash flow from operations of $33,203 during the nine months
ended September 30, 2020. We financed our negative cash flow from operations
during the nine months ended September 30, 2020 through advances made by David
Lazar from January 1, 2020 through April 29, 2020 and company related expenses
paid for by Plentiful Limited, our controlling shareholder, for April 30, 2020
through September 30, 2020. We had $0 cash flow from operations during the nine
months ended September 30, 2019. The Company currently plans to satisfy its cash
requirements for the next 12 months through borrowings from its CEO or companies
affiliated with its CEO and believes it can satisfy its cash requirements so
long as it is able to obtain financing from these affiliated parties. The
Company expects that money borrowed will be used during the next 12 months to
satisfy the Company's operating costs, professional fees and for general
corporate purposes. There is no written funding agreement between the Company
and Ms. Lei Xu, our sole officer and director.
The Company has only limited capital. Additional financing is necessary for the
Company to continue as a going concern. Our independent auditors have
unqualified audit opinion for the years ended December 31, 2019 and 2018 with an
explanatory paragraph on going concern.
Off-Balance Sheet Arrangements
As of September 30, 2020 and 2019, we did not have any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated
under the Securities Act of 1934.
Contractual Obligations and Commitments
As a smaller reporting company, the Company is not required to provide this
information.
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WEDOTALK INC. 
