UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X]☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED APRIL 30, 20172019

[   ]☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000 30432

Issuer’sRegistrant’s telephone number:(305) 466-6988

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. .+86-23-89066682

Securities registered under Section 12(b) of the Exchange Act:none

Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ]☐ No [X]☒

Indicate by check mark if the registrant is not required to file pursuant to Section 13 or Section 15(d) of the Act.

Yes [X]☐ No [   ]☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]☒ No [   ]☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted an posted pursuant to Rule 405 of regulation ST (Sec. 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]☒ No [   ]☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12 (a) or the Exchange Act. [   ]☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [X]☒ No [   ]☐

State the aggregate market value of the voting and nonvoting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: As of October 31, 2016,2018, the number of shares of voting stock held by non-affiliates was approximately 355,000. No market value is being provided of stock held by non-affiliated parties due to the limited market for our common stock. See “Item 5.”

At

As of July 19, 2017,29, 2019, there were 7,350,540 common shares of Common Stock issued and outstanding.

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ARBOR ENTECH CORPORATION

EXPLANATORY NOTE

As used in this Annual Report on Form 10-K, the terms “we,” “us,” “our,” and words of like import, and the “Company” refer to Evergreen International Corp. (formerly known as Arbor Entech Corporation) unless the context otherwise indicates or the context otherwise requires. 

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains certain forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The statements herein, which are not historical facts, reflect our current expectations and projections about the Company’s future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and our interpretation of what we believe to be significant factors affecting our business, including many assumptions about future events. Such forward-looking statements include statements regarding, among other things:

Forward-looking statements, which involve assumptions and describe our plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “will,” “plan,” “could,” “target,” “contemplate,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these or similar words. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially from those expressed in, or implied by, these forward-looking statements because of various risks, uncertainties and other factors, including the ability to raise sufficient capital to continue the Company’s operations. These statements may be found under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as elsewhere in this Annual Report on Form 10-K generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, matters described in this Annual Report on Form 10-K.

In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report on Form 10-K will in fact occur.

Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. Potential investors should not make an investment decision based solely on our projections, estimates or expectations.

The forward-looking statements in this Annual Report on Form 10-K represent our views as of the date of this Annual Report on Form 10-K. Such statements are presented only as some guide about future possibilities and do not represent assured events, and we anticipate that subsequent events and developments will cause our views to change. You should, therefore, not rely on these forward-looking statements as representing our views as of any date after the date of this Annual Report on Form 10-K.

This Annual Report on Form 10-K also contains estimates and other statistical data prepared by independent parties and by us relating to market size and growth and other data about our industry. These estimates and data involve a number of assumptions and limitations, and potential investors are cautioned not to give undue weight to these estimates and data. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Annual Report on Form 10-K. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk.

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results differing materially from those anticipated based on any forward-looking statements, even if new information becomes available in the future. Depending on the market for our stock and other conditional tests, a specific safe harbor under the Private Securities Litigation Reform Act of 1995 may be available to us. Notwithstanding the above, because Section 27A of the Securities Act and Section 21E of the Exchange Act expressly state that the safe harbor for forward-looking statements does not apply to companies that issue penny stock, the safe harbor for forward-looking statements may not be available to us at certain times as we may be considered to be an issuer of penny stock.

EVERGREEN INTERNATIONAL CORP.

Form 10-K

April 30, 20172019

Table of Contents

PART I

Item 1. Business

History

We areEvergreen International Corp. (“Evergreen”, “we”, “our” or “the Company”) is a Delaware corporation organized in 1980 under the name Arbor Energy Corporation. Our name change was effected in 1984.

Until September 2, 2003, we engaged in the production and wholesale distribution of wood products for home use, principally fireplace wood and garden stakes. Our products were packaged in and distributed from our facility in Little Marsh, Pennsylvania.

Substantially all of our products were sold to The Home Depot, Inc. for resale at its retail outlets. We informed Home Depot that we would no longer do business with that company due to increased difficulties in transacting business with Home Depot on a profitable basis. We stated to Home Depot that these difficulties included Home Depot’s prohibition against price increases despite increases in our costs of production, a diminution in the Home Depot territories we were allowed to sell product to, and Home Depot’s demands regarding returns of ordered products that we were unwilling to accede to for economic reasons. As a result, on September 2, 2003, we discontinued our wood products business.

We owned 102 acres of property in Little Marsh, Pennsylvania. There wasOn June 22, 2018, the Company entered into a wood packaging facility located on the property. The facility consisted of an enclosed structure of 17,000 square feet,Stock Purchase Agreement (the “SPA”) with a 7,000 foot outdoor overhangthird party (the “Purchaser”) and another 10,000 foot outdoor overhang. Approximately 12 acrescertain selling stockholders, including the Company’s controlling stockholders (all of the property were devotedselling stockholders, collectively,the “Sellers”), pursuant to our work areawhich the Purchaser has agreed to acquire shares of common stock representing approximately 98.75% of the company’s issued and outstanding common stock (the “Shares”). The transaction contemplated by the SPA was subject to various conditions, including payment of a cash dividend to the Company’s stockholders and the remaining 90 acres was forest land. The real property was mortgaged to Mark Shefts, who was then an officer, directorCompany’s changing its name and major stockholder, in consideration of his providing us a credit line of $100,000. We closed onstock symbol as per the saledirection of the propertyPurchaser.

On July 6, 2018, the Board of Directors of the Company (i) declared a cash dividend in an aggregate amount of $181,996, or an average of $0.024760 per share, payable to an unaffiliated partystockholders of record on July 16, 2018, and (ii) approved an amendment to the Company’s Certificate of Incorporation to change the Company’s name to Evergreen International, Corp, which amendment was filed with the Secretary of State of the State of Delaware on July 13, 2018 and became effective July 20, 2005 pursuant to a contract entered into in April 2005.2018.

At present, we are seeking other business opportunities, but we may not be able to identify any such opportunities,On July 27, 2018, the transactions contemplated by the SPA were closed, and even if we are able to identify other opportunities, we may not be able to capitalize on them or they may not be profitable.as a result, the Purchaser completed the acquisition of the Shares, representing 98.75% of the company’s issued and outstanding common stock for $325,000, which was funded by the Purchaser’s personal funds. The consummation of the transactions contemplated by the SPA resulted in a change of control of the Company.

We currently have no employees. Mr. Brad Houtkin, one of our officers, devotes a small portion of his time to us.

CurrentBusiness Strategy

The Company is seeking one or more potential business opportunities through merger or acquisition or the establishment of a new business. However, due to our limited working capital, it is likely that we will enter into only one business transaction.

We may also seek to acquire one or more majority and/or wholly owned equity positions in other companies through the direct purchase of stock. Such equity positions will be limited by Section 3(a)(3) of the Investment Company Act of 1940 (the "1940 Act"), in that we will not be permitted to own or propose to acquire investment securities having a value exceeding 40% of our total assets (exclusive of government securities and cash items) on an unconsolidated basis.

We may provide debt financing to companies in which we have taken (or intend to take) an equity position. Such financing would generally be made on an unsecured basis. In no event will we provide financing for or take equity positions in companies where the aggregate of such investments would cause us to be required to register under the 1940 Act.

Our present management may or may not become involved as management in the aforementioned business or subsidiary or may hire qualified but as yet unidentified management personnel. There can, however, be no assurance whatsoever that we will be able to acquire a business. A potential acquisition of a business may involve the acquisition of, or merger with, a company which does not need additional capital but which desires to establish a public trading market for its shares. A company that seeks a transaction with us in order to consolidate its operations through a merger, reorganization, asset acquisition, or some other form of combination may desire to do so to avoid what it may deem to be adverse consequences of itself undertaking a public offering. Factors considered may include time delays, significant expense, and loss of voting control. In connection with such acquisition, it is possible that an amount of stock constituting control of us would be purchased from us or our current officers, directors and stockholders resulting in substantial profits to such persons without similar profits being realized by other stockholders. Moreover, no assurance can be given with respect to the experience or qualifications of as yet unknown persons who may, in the future, manage our operations and affairs or any business or subsidiary acquired by us. In the event of a change in control of us and our Board of Directors, the payment of any dividends would be wholly dependent upon such persons. Furthermore, it is impossible as yet to determine what, if any, rights applicable state law may provide to our shareholders in any merger or reorganization.

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We may establish or acquire a business and/or invest in one or more new and developing corporations, whether directly or by way of statutory merger, which we believe will offer significant long-term growth potential. In the case of an equity position, we will seek to acquire primarily a majority owned and wholly owned capital stock position in such corporation. We are not restricted to any particular industry and may engage in any line of business. Accordingly, we have broad discretion as to the type of businesses we may acquire and equity investments we may make.

We assume that any business we acquire or equity investment we make, whether directly or by way of statutory merger, will involve a business that is new and unseasoned, or a business that has been operating for a limited period of time and has a limited or unsuccessful record of revenues or earnings. Investments in start-up enterprises involve a high degree of risk of total loss of investment. Except in cases of a merger or other instances where stockholders'stockholders’ approval may be required by applicable law, our stockholders will not have the opportunity to review the relative merits or weaknesses of any proposed business to be acquired or equity investment to be made and, accordingly, will have to rely upon the discretion of our management in selecting a business or investment.

We have identified certain general policies which we will consider in evaluating business acquisition candidates and investment possibilities. These policies are listed below. In no event will we provide financing or take equity positions in companies where the aggregate of such investments would cause us to be required to register under the 1940 Act.

1.We will examine the products or services of a business being considered to determine whether a market exists for the products or services and whether the business can manufacture and/or market the products or produce the services at a competitive cost. 

2.We will invest in a corporation that we believe has a strong potential for growth. We will evaluate the corporation's business and determine the quality and experience of its management. 

3.We may invest in an operating corporation that has experienced increases in gross revenues which exceed industry averages. The market for the corporation's products will be evaluated by determining the relationship of size, growth potential and competitive factors in that corporation's industry. This may include the purchase of businesses which offer opportunities for consolidation. 

4.We will also consider the following factors: 

(a) Special risks associated with the business and the industry, 

(b)Equity available to the business, 

(c)Capital requirements of the business, 

(d)Potential for profitability and 

(e)The effect of market and economic conditions and governmental policies on the business and its products. 

It is unlikely that any one prospective corporation with which we may seek to enter a relationship will conform in all respects to the policies described above. Accordingly, this description is intended to serve only as a general guide for our projected investment activities. These policies are not fundamental policies and may be changed at any time by our Board of Directors.Management and Director.

We anticipate that we will be brought into contact with a prospective business acquisition or equity investment primarily through the efforts of its officers, directors and principal stockholders who in the course of their business activities frequently come into contact with corporations whose products, services or concepts may be subject to successful development and marketing. In such connection, we may pay a bonus to such officers, directors, principal stockholders or their affiliates. Any such payment would not be higher than that which would ordinarily be paid to a non-affiliated person.

We do not have any contracts or commitments with anyone or any firm with regard to these business activities. We also do not have any arrangements or understandings with respect to the acquisition of any business entity or the acquisition of any interest therein.

We may use independent consultants (who may agree to receive our stock in payment for their services in lieu of cash) to explore areas of, and to seek out, acquisition prospects. Such independent consultants would be expected to have such expertise or knowledge which would be of use to us in any investment decision. We have not engaged any independent consultants for the past three years.

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At this time, we believe that any equity investments will be made in private transactions with privately owned corporations. Securities acquired in this manner are restricted from public sale unless they are registered under the Securities Act of 1933, or unless an exemption from registration is available.

Government Regulation

We may be subject to government regulations promulgated by various local, state and Federal government agencies with regard to its proposed business. Additionally, if we purchase equity positions, we will be subject to various rules and regulations promulgated by the Securities and Exchange Commission and the various state securities commissions. We do not intend to engage in the business of investing, reinvesting, owning, holding or trading in securities or otherwise engaging in activities which would render us an "investment company"“investment company” as defined in the Investment Company Act of 1940, as amended.

Our financing activities will be limited by Section 3(a)(3) of the Investment Company Act of 1940 in that the we will not be permitted to own or propose to acquire investment securities having a total value exceeding 40% of the value of our total assets (excluding government securities and cash items) on an unconsolidated basis. We are permitted under Section 3(a)(3) of the 1940 Act to own or propose to own securities of a majority owned subsidiary which is defined under Section 2(a)(24) of the 1940 Act to mean 50% or more of the outstanding securities of which are owned by us or our majority owned subsidiary. Notwithstanding Section 3(a)(3) of the 1940 Act, we would not be considered an investment company where we are engaged directly or indirectly through a wholly-owned subsidiary (which is defined to mean at least 95% ownership of the outstanding voting stock), in a business or businesses, other than that of investing, owning, holding or trading in securities.

In addition to the limitations imposed by the Investment Company Act of 1940 as mentioned above, there are a number of other provisions of the Federal securities laws which will affect our proposed investments.

Most, if not all, of the securities which we acquire as equity investments will be "restricted securities"“restricted securities” within the meaning of the Securities Act of 1933 ("(“Securities Act"Act”) and will not be permitted to be resold without compliance with the Securities Act. The registration of securities owned by us is likely to be a time consuming and expensive process, and we always bear the risk that, because of these delays, we will be unable to resell such securities, or that we will not be able to obtain an attractive price for the securities. It is highly improbable that we would be able to sell any of the securities we acquired.

Competition

There are numerous companies seeking business opportunities which are larger, have more experience, and are better financed than we are. We may encounter intense competition from numerous other firms seeking new business opportunities. Any investments we make will entail a high degree of business and financial risk that may result in substantial losses to us.

Personnel

Mr. Brad Houtkin, oneJianguo Wei is the sole Director, CEO, CFO, President and Treasurer of our officers, devotesthe Company.

Item 1A. Risk Factors

As a small portion of his timesmaller reporting company, we are not required to our business.provide information pursuant to this Item.

Item 1B. Unresolved Staff Comments

None.

Item 2. Description of Properties

Our business address to 2295 NW Corporate Bld., Suite 230, Boca Raton, FL 33431.is 6F Fazhan Building, No. 658, Chaoyang Street Jingxiu District, Baoding City, Hebei, China. We share office space at this address with companies controlled by our majority shareholder, Brad Houtkin.Jianguo Wei. Currently, we are not paying for the use of the facilities or clerical services required as they are deemed to be minimal at this time.

Item 3. Legal Proceedings

We are not presently a party to any known litigation.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information - our

Our common stock is quoted in the over-the-counter market on the OTC Pink of the OTC market, under the symbol “ARBE.“EVGI.” Our stock is not traded or quoted on any automated quotation system. There is no established trading market for our common stock, and there is essentially nominimal trading in our common stock. Quotations for and transactions in our common stock are highly sporadic and such information should not be relied upon as a meaningful indication of the price at which a shareholder could sell our common stock. Accordingly, no price information is being supplied herein.

Recent Sales of Unregistered Securities. Securities

During the years ended April 30, 20172019 and 20162018, no securities were issued by the Company.

Broker-DealerSpecial Sales Practice Requirements with Regard to “Penny Stocks” 

In order to protect investors from patterns of Our Securities - Unless our Common Stockfraud and abuse that have occurred in the market for low priced securities commonly referred to as “penny stocks,” the SEC has adopted regulations that generally define a “penny stock” to be any equity security having a market price of at least(as defined) less than $5.00 per share, suchor an exercise price of less than $5.00 per share, subject to certain exceptions. The price of our stock is covered bycurrently below $5.00 per share and our stock is subject to the “penny stock” regulations. As a Securities and Exchange Commission ("SEC") rule that imposesresult, broker-dealers selling our common stock are subject to additional sales practice requirements on broker-dealers whopractices when they sell such securitiesour stock to persons other than established customersclients and institutional accredited“accredited investors.” For transactions covered by these rules, before the rule,transaction is executed, the broker-dealer must make a special customer suitability determination, for the purchaser and receive the purchaser'spurchaser’s written agreementconsent to the transaction priorand deliver a risk disclosure document relating to the sale. Consequently,penny stock market. The broker-dealer must also disclose the rule affectscommission payable to both the ability of broker-dealers to sell ourbroker-dealer and the registered representative taking the order, current quotations for the securities and, also may affectif applicable, the ability of purchasers of ourfact that the broker-dealer is the sole market maker and the broker-dealer’s presumed control over the market. Monthly statements must be sent disclosing recent price information for the penny stock to sell their securitiesheld in the secondary market.

The SEC has adopted variousaccount and information on the limited market in penny stocks. Such “penny stock” rules (“Rules”) under the Securities Exchange Act of 1934 requiringmay restrict trading in our common stock and may deter broker-dealers engagingfrom effecting transactions in certain recommended transactions with their customers in specified equity securities falling within the definition of "penny stock" (generally non-NASDAQ securities priced below $5 per share) to provide to those customers certain specified information. These SEC Rules were adopted pursuant to the requirements of the Securities Enforcement Remedies and Penny Stock Reform Act of 1990 (“Penny Stock Act”).our common stock. 

As a result of the aforesaid rules regulating penny stocks, the market liquidity for our securities, if any, may be severely and adversely affected by restricting the ability of broker-dealers to sell our securities in the secondary market.

Holders — Stockholders

There were approximately 170167 holders of record of our common stock as of May 31, 2017,July 29, 2019, inclusive of those brokerage firms and/or clearing houses holding our securities for their clientele, with each such brokerage house and/or clearing house being considered as one holder. The aggregate number of shares of common stock outstanding as of May 31, 2017July 29, 2019 was 7,350,540 shares.

Dividends — a

A cash dividend of $.15$0.15 per share was declared in April 2004 and paid on May 1, 2004 to all stockholders of record as of March 22, 2004. A cash dividend $0.024760 per share was declared and paid in July 2018 to all shareholders in conjunction with the SPA discussed in Item 1. No other dividends have since been declared on our stock, and we do not anticipate paying dividends on our common stock in the foreseeable future.

Item 6. Selected Financial Data

Not applicable.As a smaller reporting company, we are not required to provide information pursuant to this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this report which are not historical fact are “forward-looking statements” that involve various important assumptions, risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed in such forward-looking statements. These important factors include, without limitation, competitive factors and pricing pressures, changes in legal and regulatory requirements, technological change or difficulties, and general economic conditions, as well as other risks previously disclosed in our securities filings and press releases.

These forward-looking statements often can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” or similar terms.

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General

WeHistorical Background

Historically, we were a wood products company that had been in business since 1980. Our business fluctuated over the years. We were almost wholly dependent on sales to The Home Depot, Inc. As discussed below in “Discontinued Operations,” on September 2, 2003, we discontinued our wood products business.

Discontinued Operations

On September 2, 2003, we terminated our business relationship with Home Depot due to increased difficulties in transacting business with such company on a profitable basis. These difficulties included Home Depot’s prohibition against price increases, despite increases in our costs of production, a diminution in the Home Depot territories to which we were allowed to sell product, and Home Depot’s demands regarding returns of ordered products that we were unwilling to accede to for economic reasons.

General

At present, we are seeking other business opportunities, but we may not be able to identify any such opportunities, and even if we are able to identify other opportunities, we may not be able to capitalize on them or they may not be profitable.

Critical Accounting Policies 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following: 

Income Taxes

We account for income taxes in accordance with FASB ASC Topic 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 

FASB ASC Topic 740, Income Taxes, requires us to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, we must measure the tax position to determine the amount to recognize in our consolidated financial statements. We performed a review of our material tax positions in accordance with recognition and measurement standards established by ASC Topic 740 and concluded we had no unrecognized tax benefit that would affect the effective tax rate if recognized for the fiscal years ended April 30, 2019 and 2018. 

We include interest and penalties arising from the underpayment of income taxes, if any, in our consolidated statements of operations in general and administrative expenses. As of and April 30, 2019 and 2018, we had no accrued interest or penalties related to uncertain tax positions. 

Fair Value of Financial Instruments 

The Company’s financial instruments consist of cash, accounts payable and accrued expenses. The carrying amount of these financial instruments approximates fair value because of the short-term nature of these items. 

Fiscal year ended April 30, 20172019 compared to the fiscal year ended April 30, 20162018

Since we discontinued our wood products business, there were no sales from continuing operations during the years ended April 30, 20172019 and 2016.2018.

Selling, general and administrative expenses were $20,799$53,059 for the fiscal year ended April 30, 2017,2019, a change of $596$33,074 or 3.0%165% over selling, general and administrative expenses of $20,203$19,985 for the fiscal year ended April 30, 2016.2018. The change in selling, general and administrative expensesincrease during the current period is primarily attributabledue to a changeincreased filing fees and increased legal and professional fees related to the stock purchase agreement discussed in service fees.Note 2 of the financial statements.

Interest income for the year ended April 30, 20172019 was $235$133 compared to $255$211 for the year ended April 30, 2016.2018.

For 2017,fiscal year ended April 30, 2019, we had net loss of $20,564,$52,926, as compared to a net loss of $19,948$19,774 for the comparable period ofprior year. The increase during the prior year.current year is primarily due to increased professional fees.

Liquidity and capital resources

As at April 30, 2017,2019, we had cash and cash equivalents of $226,035$785 as compared to $247,424$205,636 at April 30, 2016. We believe we have adequate working capital to fund our search for a business opportunity for at least the next 12 months.2018.

Our operating activities used $21,389$22,855 in cash during the fiscal year ended April 30, 20172019 as compared to $16,998 in cash used$20,399 during the fiscal year ended April 30, 2016.2018.

Since terminating our wood products business in September 2003, we have been unable to findnot yet found a suitable business opportunity or merger candidate because of the limited cash resources available to us and the limited and sporadic trading market for our common stock. Nevertheless, we are continuingWe continue to explore various business opportunities that may be available to us.

At the present time, we have no commitments for capital expenditures and do not anticipate making any such expenditure unless and until we establish a business or acquire an operating business.

Off-Balance Sheet Transactions

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

Critical Accounting Policies and Significant Judgments and Estimates

The Securities and Exchange Commission ("SEC"(“SEC”) issued disclosure guidance for "critical“critical accounting policies."” The SEC defines "critical“critical accounting policies"policies” as those that require the application of management'smanagement’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Our limited operations are such that application of oursignificant accounting policies generally doesare described in the Notes to these financial statements. Currently, based on the Company’s limited activity, we do not believe that there are any accounting policies that require the application of our difficult, subjective or complex judgments. See Note 2 to the Financial Statements included with this Annual Report on Form 10K.

Item 7a.7A. Quantitative and Qualitative Disclosures about Market Risk

We have no assets, liabilities, revenue or expenses outside the United States and thusAs a smaller reporting company, we are not subjectrequired to fluctuations dueprovide information pursuant to changes in foreign currency exchange rates. Nor are we exposed to changes in interest rates, as we have no long-term debt. We do not enter into contracts for speculative or trading purposes, nor are we a party to any leveraged derivative instruments.this Item.

Item 8. Financial Statements and Supplementary Data.

The Financial Statements required by Item 8audited financial statements of the Company for the fiscal year ended April 30, 2019 and the notes thereto are set forthbelow: below. The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the U.S., or US GAAP, and pursuant to Regulation S-K as promulgated by the SEC. The financial statements have been prepared assuming the Company will continue as a going concern.

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REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Evergreen International Corp.

(FKA - Arbor EnTech CorporationEntech Corporation)

Opinion on the Financial Statements

We have audited the accompanying balance sheetssheet of Evergreen International Corp. (FKA - Arbor EnTech CorporationEntech Corporation) (the “Company”)Company) as of April 30, 2017 and 20162018 and the related statements of operations, stockholders’ equity, and cash flow for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2018, and the results of its operation and its cash flows for each of the yearsyear then ended, in conformity with accounting principles generally accepted in the two-year period ended April 30, 2017. United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The companyCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included considerationAs part of our audit, we are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An

Our audit also includesincluded performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. AnOur audit also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our auditsaudit provide a reasonable basis for our opinion.

/s/ Rosenberg Rich Baker Berman P.A.

We have served as the Company’s auditor since 2008.

Somerset, New Jersey

July 24, 2018

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of 

Evergreen International Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Evergreen International Corp. (the “Company”) as of April 30, 2019, and the related statement of operations, changes in stockholders’ (deficit) equity, and cash flows for the year ended April 30, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Arbor EnTech Corporationthe Company as of April 30, 2017 and 2016,2019, and the results of its operations and its cash flows for the years thenyear ended April 30, 2019, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has accumulated deficit and negative working capital with no operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. These financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provide a reasonable basis for our opinion.

/s/ Rosenberg Rich Baker Berman & CompanyFriedman LLP

Somerset,

We have served as the Company’s auditor since 2018.

New JerseyYork, New York 

July 21, 201729, 2019

F-1

ARBOR ENTECH CORPORATION

EVERGREEN INTERNATIONAL CORP.

BALANCE SHEETS