UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ |
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For the quarterly period ended February 28,May 31, 2021
Commission File Number 333-21426
CHINA WUYI MOUNTAIN, LTD. | |
(Exact name of registrant as specified in its charter) |
Nevada | 81-3433108 | |
(State of other jurisdiction of Incorporation or organization) |
| (I.R.S. Employer Identification No.) |
1900 Avenue of the Stars
Los Angeles, CA 90067
(Address of principal executive offices)(Zip Code)
(310)-843-9300
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 ☒ No
Indicate by check mark whether the registrant has submitted electronically and every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☒ Emerging growth company ☐ |
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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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes☐Yes ☒ No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yescourt ☐Yes ☐ No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of May 10,July 22, 2022 there were 85,600,000 shares of common stock issued and outstanding.
TABLE OF CONTENTS
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Item 1. | Financial Statements. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Table of Contents |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of China WuYi Mountain Ltd. (formerly Kokos Group Inc.), a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the possibility that we will not receive sufficient customers to grow our business, the Company’s need for and ability to obtain additional financing, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
3 |
Table of Contents |
PART I—FINANCIAL INFORMATION
CHINA WUYI MOUNTAIN, LTD.
CONDENSED FINANCIAL STATEMENTS
(Unaudited)
February 28,May 31, 2021
4 |
Table of Contents |
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CONDENDED STATEMENTS OF STOCKHOLDERS’ |
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CHINA WUYI MOUNTAIN, LTD.
CONDENSED BALANCE SHEETS
February 28, 2021 |
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| August 31, 2020 | |||||
(unaudited) | ||||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 881 | $ | 977 | ||||
TOTAL CURRENT ASSETS | $ | 881 | $ | 977 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | $ | 9,983 | $ | 9,686 | ||||
Due to related party (Note 4) | 46,249 | 46,249 | ||||||
TOTAL CURRENT LIABILITIES | 56,232 | 55,935 | ||||||
COMMITMENTS AND CONTINGENCIES | - | - | ||||||
STOCKHOLDERS’ DEFICIT | ||||||||
Preferred stock, par value $0.001, 2,000,000 authorized, -nil- issued and outstanding | 0 | 0 | ||||||
Common stock, par value $0.001, 200,000,000 authorized – 85,600,000 shares issued and outstanding | 85,600 | 85,600 | ||||||
Subscription receivable | (50,000 | ) | (50,000 | ) | ||||
Additional paid in capital | 89,491 | 89,491 | ||||||
Accumulated deficit | (180,442 | ) | (180,049 | ) | ||||
TOTAL STOCKHOLDERS’ DEFICIT | (55,351 | ) | (54,958 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 881 | $ | 977 |
Going Concern (Note 1)
The accompanying notes are an integral part of these condensed financial statements.
F-1 |
Table of Contents |
CHINA WUYI MOUNTAIN, LTD.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)BALANCE SHEETS
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| Three months ended February 28, 2021 |
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| Three months ended February 29, 2020 |
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| Six months ended February 28, 2021 |
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| Six months ended February 29, 2020 |
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REVENUE |
| $ | 0 |
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| $ | 0 |
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| $ | 0 |
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| $ | 0 |
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EXPENSES |
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Office and general |
| $ | 345 |
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| $ | 345 |
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| $ | 393 |
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| $ | 690 |
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TOTAL EXPENSES |
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| (345 | ) |
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| (345 | ) |
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| (393 | ) |
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| (690 | ) |
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NET LOSS |
| $ | (345 | ) |
| $ | (345 | ) |
| $ | (393 | ) |
| $ | (690 | ) |
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BASIC NET LOSS PER COMMON SHARE |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
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WEIGHTED AVERAGE NUMBER OF BASIC COMMON SHARES OUTSTANDING |
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| 85,600,000 |
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| 85,600,000 |
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| 85,600,000 |
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| 85,600,000 |
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| May 31, 2021 |
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| August 31, 2020 |
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ASSETS |
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CURRENT ASSETS |
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Cash |
| $ | 833 |
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| $ | 977 |
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TOTAL CURRENT ASSETS |
| $ | 833 |
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| $ | 977 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
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CURRENT LIABILITIES |
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Accounts payable |
| $ | 2,044 |
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| $ | 9,686 |
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Due to related party (Note 4) |
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| 69,316 |
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| 46,249 |
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TOTAL CURRENT LIABILITIES |
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| 71,360 |
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| 55,935 |
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COMMITMENTS AND CONTINGENCIES |
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| 0 |
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| 0 |
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STOCKHOLDERS’ DEFICIT |
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Preferred stock, par value $0.001, 2,000,000 authorized, -nil- issued and outstanding |
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| 0 |
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| 0 |
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Common stock, par value $0.001, 200,000,000 authorized – 85,600,000 shares issued and outstanding |
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| 85,600 |
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| 85,600 |
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Subscription receivable |
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| (50,000 | ) |
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| (50,000 | ) |
Additional paid in capital |
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| 89,491 |
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| 89,491 |
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Accumulated deficit |
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| (195,618 | ) |
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| (180,049 | ) |
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TOTAL STOCKHOLDERS’ DEFICIT |
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| (70,527 | ) |
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| (54,958 | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 833 |
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| $ | 977 |
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The accompanying notes are an integral part of these condensed financial statements.
F-2 |
Table of Contents |
CHINA WUYI MOUNTAIN, LTD.
CONDENSED STATEMENTS OF OPERATIONS
CONDENDED STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the Six-month period ended February 28, 2021
(UNAUDITED)(Unaudited)
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| Common Stock |
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| Additional |
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| Number of shares |
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| Amount |
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| Paid-in Capital |
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| Subscription Receivable |
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| Accumulated Deficit |
| Total |
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Balance, August 31, 2020 |
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| 85,600,000 |
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| $ | 85,600 |
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| $ | 89,491 |
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| $ | (50,000 | ) |
| $ | (180,049 | ) |
| $ | (54,958 | ) |
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Net loss for the period ended November 30, 2020 |
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| - |
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| 0 |
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| 0 |
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| 0 |
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| (48 | ) |
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| (48 | ) |
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Balance, November 30, 2020 |
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| 85,600,000 |
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| $ | 85,600 |
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| $ | 89,491 |
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| $ | (50,000 | ) |
| $ | (180,097 | ) |
| $ | (55,006 | ) |
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Net loss for the period ended February 28, 2021 |
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| - |
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| 0 |
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| 0 |
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| 0 |
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| (345 | ) |
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| (345 | ) |
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Balance, February 28, 2021 |
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| 85,600,000 |
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| $ | 85,600 |
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| $ | 89,491 |
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| $ | (50,000 | ) |
| $ | (180,442 | ) |
| $ | (55,351 | ) |
CONDENDED STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the Six-month period ended February 29, 2020
(UNAUDITED)
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| Common Stock |
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| Additional |
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| Number of shares |
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| Amount |
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| Paid-in Capital |
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| Subscription Receivable |
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| Accumulated Deficit |
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| Total |
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Balance, August 31, 2019 |
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| 85,600,000 |
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| $ | 85,600 |
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| $ | 89,491 |
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| $ | (50,000 | ) |
| $ | (158,669 | ) |
| $ | (33,578 | ) |
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Net loss for the period ended November 30, 2019 |
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| - |
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| 0 |
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| 0 |
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| 0 |
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| (345 | ) |
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| (345 | ) |
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Balance, November 30, 2019 |
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| 85,600,000 |
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| $ | 85,600 |
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| $ | 89,491 |
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| $ | (50,000 | ) |
| $ | (159,014 | ) |
| $ | (33,923 | ) |
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Net loss for period ended February 29, 2020 |
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| - |
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| 0 |
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| 0 |
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| 0 |
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| (345 | ) |
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| (345 | ) |
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Balance, February 29, 2020 |
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| 85,600,000 |
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| $ | 85,600 |
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| $ | 89,491 |
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| $ | (50,000 | ) |
| $ | (159,359 | ) |
| $ | (34,268 | ) |
|
| Three months ended May 31, 2021 |
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| Three months ended May 31, 2020 |
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| Nine months ended May 31, 2021 |
|
| Nine months ended May 31, 2020 |
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REVENUE |
| $ | 0 |
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| $ | 0 |
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| $ | 0 |
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| $ | 0 |
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EXPENSES |
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Office and general |
| $ | 1,785 |
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| $ | 345 |
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| $ | 2,178 |
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| $ | 1,035 |
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Professional fees |
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| 13,391 |
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| 0 |
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| 13,391 |
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| 0 |
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TOTAL EXPENSES |
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| (15,176 | ) |
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| (345 | ) |
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| (15,569 | ) |
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| (1,035 | ) |
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NET LOSS |
| $ | (15,176 | ) |
| $ | (345 | ) |
| $ | (15,569 | ) |
| $ | (1,035 | ) |
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BASIC NET LOSS PER COMMON SHARE |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
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WEIGHTED AVERAGE NUMBER OF BASIC COMMON SHARES OUTSTANDING |
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| 85,600,000 |
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| 85,600,000 |
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| 85,600,000 |
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| 85,600,000 |
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The accompanying notes are an integral part of these condensed financial statements.
F-3 |
Table of Contents |
CHINA WUYI MOUNTAIN, LTD.
CONDENDED STATEMENTS OF STOCKHOLDERS’ DEFICIT
CONDENSEDFor the Nine-month period ended May 31, 2021
(UNAUDITED)
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| Common Stock |
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| Additional |
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| Number of shares |
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| Amount |
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| Paid-in Capital |
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| Subscription Receivable |
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| Accumulated Deficit |
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| Total |
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Balance, August 31, 2020 |
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| 85,600,000 |
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| $ | 85,600 |
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| $ | 89,491 |
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| $ | (50,000 | ) |
| $ | (180,049 | ) |
| $ | (54,958 | ) |
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Net loss for the period ended November 30, 2020 |
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| - |
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| 0 |
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| 0 |
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| 0 |
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| (48 | ) |
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| (48 | ) |
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Balance, November 30, 2020 |
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| 85,600,000 |
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| $ | 85,600 |
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| $ | 89,491 |
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| $ | (50,000 | ) |
| $ | (180,097 | ) |
| $ | (55,006 | ) |
Net loss for the period ended February 28, 2021 |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (345 | ) |
|
| (345 | ) |
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Balance, February 28, 2021 |
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| 85,600,000 |
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| $ | 85,600 |
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| $ | 89,941 |
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| $ | (50,000 | ) |
| $ | (180,442 | ) |
| $ | (55,351 | ) |
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Net loss for the period ended May 31, 2021 |
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| - |
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| 0 |
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|
| 0 |
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|
| 0 |
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| (15,176 | ) |
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| (15,176 | ) |
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Balance, May 31, 2021 |
|
| 85,600,000 |
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| $ | 85,600 |
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| $ | 89,491 |
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| $ | (50,000 | ) |
| $ | (195,618 | ) |
| $ | (70,527 | ) |
CONDENDED STATEMENTS OF CASH FLOWSSTOCKHOLDERS’ DEFICIT
(Unaudited)For the Nine-month period ended May 31, 2020
(UNAUDITED)
Six months ended February 28, 2021 |
|
| Six months ended February 29, 2020 | |||||
OPERATING ACTIVITIES | ||||||||
Net loss for the period | $ | (393 | ) | $ | (690 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Changes in operating assets and liabilities: | ||||||||
Accounts payable | 297 | 594 | ||||||
NET CASH USED IN OPERATING ACTIVITIES | (96 | ) | (96 | ) | ||||
CASH FLOW FROM INVESTING ACTIVITIES | 0 | 0 | ||||||
CASH PROVIDED BY FINANCING ACTIVITIES | - | - | ||||||
NET INCREASE (DECREASE) IN CASH | (96 | ) | (96 | ) | ||||
CASH, BEGINNING | 977 | 1,169 | ||||||
CASH, ENDING | $ | 881 | $ | 1,073 | ||||
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SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH FINANCING ACTIVITIES; |
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|
|
| ||
Cash paid during the period for: |
|
|
|
|
|
| ||
Interest |
| $ | 0 |
|
| $ | 0 |
|
|
|
|
|
|
|
|
|
|
Income taxes |
| $ | 0 |
|
| $ | 0 |
|
Related party debt forgiveness |
| $ | 0 |
|
| $ | 0 |
|
|
| Common Stock |
|
| Additional |
|
|
|
|
|
|
| ||||||||||||
|
| Number of shares |
|
| Amount |
|
| Paid-in Capital |
|
| Subscription Receivable |
|
| Accumulated Deficit |
|
|
Total |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance, August 31, 2019 |
|
| 85,600,000 |
|
| $ | 85,600 |
|
| $ | 89,491 |
|
| $ | (50,000 | ) |
| $ | (158,669 | ) |
| $ | (33,578 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended November 30, 2019 |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (345 | ) |
|
| (345 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, November 30, 2019 |
|
| 85,600,000 |
|
| $ | 85,600 |
|
| $ | 89,491 |
|
| $ | (50,000 | ) |
| $ | (159,014 | ) |
| $ | (33,923 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for period ended February 29, 2020 |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (345 | ) |
|
| (345 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, February 29, 2020 |
|
| 85,600,000 |
|
| $ | 85,600 |
|
| $ | 89,491 |
|
| $ | (50,000 | ) |
| $ | (159,359 | ) |
| $ | (34,268 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for period ended May 31, 2020 |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (345 | ) |
|
| (345 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, February 29, 2020 |
|
| 85,600,000 |
|
| $ | 85,600 |
|
| $ | 89,491 |
|
| $ | (50,000 | ) |
| $ | (159,704 | ) |
| $ | (34,613 | ) |
The accompanying notes are an integral part of these condensed financial statements.
F-4 |
Table of Contents |
CHINA WUYI MOUNTAIN, LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Nine months ended May 31, 2021 |
|
| Nine months ended May 31, 2020 |
| ||
|
|
|
|
|
|
| ||
OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss for the period |
| $ | (15,569 | ) |
| $ | (1,035 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Expenses paid by related party |
|
| 23,067 |
|
|
| 0 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
| (7,642 | ) |
|
| 891 |
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN OPERATING ACTIVITIES |
|
| (144 | ) |
|
| (144 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOW FROM INVESTING ACTIVITIES |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM FINANCING ACTIVITIES |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH |
|
| (144 | ) |
|
| (144 | ) |
|
|
|
|
|
|
|
|
|
CASH, BEGINNING |
|
| 977 |
|
|
| 1,169 |
|
|
|
|
|
|
|
|
|
|
CASH, ENDING |
| $ | 833 |
|
| $ | 1,025 |
|
SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH FINANCING ACTIVITIES
Cash paid during the period for: |
|
|
|
|
|
| ||
Interest |
| $ | 0 |
|
| $ | 0 |
|
|
|
|
|
|
|
|
|
|
Income taxes |
| $ | 0 |
|
| $ | 0 |
|
The accompanying notes are an integral part of these condensed financial statements.
F-5 |
Table of Contents |
CHINA WUYI MOUNTAIN, LTD
NOTES TO CONDENSED FINANCIAL STATEMENTS
|
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION |
KOKOS GROUP INC. was incorporated in the State of Nevada as a for-profit Company on July 26, 2016 and established a fiscal year end of August 31. The Company is organized to bottle, market, distribute and sell our own brand of coconut water, presently called “Koos Coconut Water”. On November 10, 2017 the Board of directors and the majority of its shareholders of Kokos Group Inc., amended the Company’s current Certificate of Incorporation in conformity with the applicable laws of the State of Nevada to change the name of the Company from Kokos Group Inc. to China Wu Yi Mountain Ltd. On May 24, 2018 FINRA approved the Company’s corporate action changing the Company’s name and trading symbol effective May 25, 2018.
Basis of Presentation
The financial statements present the balance sheet, statements of operations, stockholders’ deficit and cash flows of the Company. These financial statements are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of May 31, 2021 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.
Going concern
The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $180,442.$195,618. As at February 28,May 31, 2021, the Company has working capital deficit of 55,351.70,527. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The financial statements present the balance sheet, statements of operations, stockholders’ equity (deficit) and cash flows of the Company. These financial statements are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Financial Instruments
All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows,
interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
Loss per Common Share
The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.
Table of Contents |
CHINA WUYI MOUNTAIN, LTD NOTES TO CONDENSED FINANCIAL STATEMENTS
Income Taxes
The Company follows the liability method of accounting for income taxes. 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 existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Stock-based Compensation
The Company follows ASC 718-10,
Recent Accounting Pronouncements
The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations.
The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share and 2,000,000 preferred shares with a par value of $0.001 per share. Total shares issued as of
On May 2, 2018, the Company entered into a subscription agreement with a China-based company, Grand Biotechnology Group Liaoning, (the authorized signor for Grand Biotechnology is a 4.9% shareholder of the Company), for the issuance of an aggregate of 20,000,000 shares of restricted common stock at $0.0075 per share for an aggregate purchase price of U.S.$150,000. On May 2, 2018, the Company issued 20,000,000 shares of restricted common stock. On May 15, 2018 the Company had received $100,000. As of
As of
As of
During June
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Results of Operations
For the three-month period ended
For the
Capital Resources and Liquidity
We have generated no revenues to date and anticipate until we generate a more rapid growth in revenues we will require additional financings in order to fully implement our plan of operations. With the exception of cash advances from our sole Officer and Director, cash received in our initial offering and our recent private placement of $150,000 (of which $100,000 had been received), we have not had any additional funding. We must raise additional cash to implement our strategy and stay in business. A related party has verbally committed to continue to fund our operations. However, this is not in writing and maybe rescinded at any time.
As of
During June
Company Operations
The Company has not yet implemented its business model. We must raise cash to implement our strategy and stay in business. In the event we do not raise any proceeds, the Company’s existing cash will not be sufficient to fund the expenses related to maintaining a reporting status and to implement its planned business. Accordingly, the Company intends to implement a different business plan.
Capital Stock
The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share and 2,000,000 preferred shares with a par value of $0.001 per share. Total shares issued as of
As of
Off-balance sheet arrangements
Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the
In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our
We intend to initiate measures to remediate the identified material weaknesses, including, but not necessarily limited to, the following:
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Currently we are not involved in any pending litigation or legal proceeding.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Securities and Use of Proceeds.
On May 2, 2018, the Company entered into a subscription agreement with a China-based company, Grand Biotechnology Group Liaoning, (the authorized signor for Grand Biotechnology is a 4.9% shareholder of the Company), for the issuance of an aggregate of 20,000,000 shares of restricted common stock at $0.0075 per share for an aggregate purchase price of U.S.$150,000. On May 2, 2018, the Company issued 20,000,000 shares of restricted common stock. On May 15, 2018 the Company had received $100,000. As of
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
None
Item 6. Exhibits.
(a) Exhibits required by Item 601 of Regulation SK.
* Included in Exhibit 31.1 ** Included in Exhibit 32.1
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|