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CATN CAT9

Filed: 17 May 21, 8:41am

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the quarterly period ended March 31, 2021
   
 [   ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    

Commission file number: 333-222288

https:||www.sec.gov|Archives|edgar|data|1632275|000126246317000334|image_001.jpg 

CAT9 Group Inc.

(Exact name of registrant as specified in its charter)

 

 Delaware 47-2912810 
 (State or Other Jurisdiction of (I.R.S. Employer 
 Incorporation or Organization) Identification No.) 
     
 Room 2001, Dading Century Square, No 387, Tianren Road, Wuhou District, Chengdu, Sichuan Province, China  610000 
 (Address of Principal Executive Offices) (Zip Code) 

 

Securities registered pursuant to Section 12(b) of the Act: 


Title of each class
 
Trading Symbol(s)
 Name of each exchange on which registered
     

Common
 
CATN
 OTC

 

 

 1 
 

Registrant’s telephone number, including area code: 86-028-85594777 

 

N/A

 

(Former name, former address and former fiscal year, if changed since last report)

  

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes  No 

 

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

[ ] Large accelerated filer[ ] Accelerated filer
[ ] Non-accelerated filer[X] Smaller reporting company
 [X] Emerging growth company

 

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  No    

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 17, 2021, the issuer had 102,166,400 shares of its common stock issued and outstanding.

  

 

 

TABLE OF CONTENTS

PART I  
Item 1.Unaudited Financial Statements3
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations14
Item 3.Quantitative and Qualitative Disclosures About Market Risk16
Item 4.Controls and Procedures16
PART II  
Item 1.Legal Proceedings17
Item 1A.Risk Factors17
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds17
Item 3.Defaults Upon Senior Securities17
Item 4.Mine Safety Disclosures17
Item 5.Other Information17
Item 6.Exhibits17
 Signatures18

 

 2 
 

  PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Contents

 

 

Financial Statements 
  
Consolidated Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 20204
  
Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2021 and 2020 (Unaudited)5
  
Consolidated Statement of Stockholders’ Deficit for the three months ended March 31, 2021 and 2020 (Unaudited)6
     
Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (Unaudited)7
  
Notes to Consolidated Financial Statements (Unaudited)8
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 
 

 

CAT9 GROUP, INC. and Subsidiaries

Consolidated Balance Sheets

      
     

March 31,

2021

  

December 31,

2020

ASSETS (Unaudited)   
         
Current assets:     
 Cash $42,066  $7,000
 Accounts receivable, net  51,747   12,824
 Prepaid expenses  1,648   -
 Inventories  259,333   306,973
 Other receivables, related party  1,293   1,149
 Advances to suppliers  126,428   167,235
 Other current assets  7,285   6,165
Total current assets  489,800   501,346
 Property & equipment, net  9,668   12,227
 Capitalized software costs, net  1,058   4,248
        
Total assets $500,526  $517,821
          
LIABILITIES AND STOCKHOLDERS’ DEFICIT      
          
Current liabilities:      
Accounts payable and accrued liabilities $475,833  $511,011
Customer deposits  8,459   1,673
Loan payable  101,484   114,113
   Loan payable, related parties  160,369   183,709
 Other payables  8,566   1,051
 Other payables, related party  425,414   426,027
Total current liabilities  1,180,125   1,237,584
           
Total liabilities  1,180,125   1,237,584
        
Shareholders' Deficit:       
 Preferred stock $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding   -   -
 Common stock $0.0001 par value, 500,000,000 shares authorized; 102,166,400 shares issued and outstanding  10,217   10,217
 Additional paid-in capital  497,573   497,573
 Accumulated deficit  (1,171,075)   (1,198,730)
 Accumulated other comprehensive loss  (16,314)   (28,823)
 Total Stockholders’ Deficit  (679,599)   (719,763)
Total liabilities and stockholders’ deficit $500,526  $517,821
      

  

 4 
 

CAT9 GROUP, INC. and Subsidiaries

Consolidated Balance Sheets

      
     

March 31,

2021

  

December 31,

2020

ASSETS (Unaudited)   
         
Current assets:     
 Cash $42,066  $7,000
 Accounts receivable, net  51,747   12,824
 Prepaid expenses  1,648   -
 Inventories  259,333   306,973
 Other receivables, related party  1,293   1,149
 Advances to suppliers  126,428   167,235
 Other current assets  7,285   6,165
Total current assets  489,800   501,346
     Property & equipment, net  9,668   12,227
     Capitalized software costs, net  1,058   4,248
        
Total assets $500,526  $517,821
          
LIABILITIES AND STOCKHOLDERS’ DEFICIT      
          
Current liabilities:      
Accounts payable and accrued liabilities $475,833  $511,011
Customer deposits  8,459   1,673
Loan payable  101,484   114,113
       Loan payable, related parties  160,369   183,709
       Other payables  8,566   1,051
       Other payables, related party  425,414   426,027
Total current liabilities  1,180,125   1,237,584
           
Total liabilities  1,180,125   1,237,584
        
Shareholders' Deficit:       
 Preferred stock $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding   -   -
 Common stock $0.0001 par value, 500,000,000 shares authorized; 102,166,400 shares issued and outstanding  10,217   10,217
 Additional paid-in capital  497,573   497,573
 Accumulated deficit  (1,171,075)   (1,198,730)
 Accumulated other comprehensive loss  (16,314)   (28,823)
 Total Stockholders’ Deficit  (679,599)   (719,763)
Total liabilities and stockholders’ deficit $500,526  $517,821
      
               

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 5 
 

 

CAT9 GROUP, INC. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss 

(Unaudited)

  Three Months Ended 
March 31,
  2021 2020
Revenue $256,190  $1,054,015 
Cost of revenue  93,204   509,592 
Gross margin  162,986   544,423 
         
Operating expenses:        
   Professional fees  24,829   57,790 
   Consulting  7,437   106,398 
   Selling, general and administrative  103,758   643,897 
Total operating expenses  136,024   808,085 
Income (loss) from operations  26,962   (263,662)
         
Other income (expense):        
       Other income  4,546   324 
       Interest expense  (2,379)  —   
       Other expenses  (1,474)  (12,958)
Total other income (expense)  693   (12,634)
         
Income (loss) before income taxes  27,655   (276,295)
         
Provision for income taxes  —       
Net Income (Loss) $27,655  $(276,295)
         
Other comprehensive income (loss):        
         
Foreign currency translation adjustment  12,509   28,470 
Comprehensive income (loss)  40,164   (247,825)
Basic and diluted net income (loss) per share $0.00  $(0.00)
Weighted average number of common shares outstanding, basic and diluted  102,166,400   102,166,400 
         

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 6 
 

CAT9 GROUP, INC. and Subsidiaries

Consolidated Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2020 and 2021

(unaudited)

 Common Stock Additional paid in Accumulated Other comprehensive  
Shares Amount Capital Deficit loss Total     
Balance, December 31, 2019102,166,400 $10,217 $497,573 $(825,752) $(12,338) $(330,300)
Foreign currency translation adjustment—    —    —    —    28,470  28,470
Net loss—    —    —    (276,295)  —    (276,295)
Balance, March 31, 2020102,166,400 $10,217 $497,573 $(1,102,047) $16,132 $(578,125)
 
 Common Stock Additional paid in Accumulated Other comprehensive  
Shares Amount Capital Deficit loss Total     
Balance, December 31, 2020102,166,400 $10,217 $497,573 $(1,198,730) $(28,823) $(719,763)
Foreign currency translation adjustment—    —    —    —    12,509  12,509
Net income—    —    —    27,655  —    27,655
Balance, March 31, 2021102,166,400 $10,217 $497,573 $(1,171,075) $(16,314) $(679,599)
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 7 
 

 

CAT9 Group Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
     

For the Three Months Ended

March 31,

     2021  2020
Cash flows from operating activities:     
 Net Income (Loss) $27,655  $(276,295)
 Adjustments to reconcile net income to net cash used in operating activities:       
 Foreign currency translation adjustment  13,452   28,470
 Bad debt expense  -   379,087
 Depreciation and amortizations expense  4,806   7,061
 Changes in operating assets and liabilities:       
     Accounts receivable  (38,923)   (106,008)
     Prepaid expenses  (1,648)   1,551
     Inventories  47,640   (148,723)
     Other assets, related party  (144)   (2,798)
     Advances to suppliers  40,807   (338,982)
     Other current assets  (1,120)   (8,160)
     Accounts payable and accrued liabilities  (35,178)   308,119
     Customer deposit  6,786   1,301
     Other payables  7,515   (4,440)
   Net cash provided by (used in) operating activities  71,648   (159,817)
           
Cash flows from financing activities:       
     Proceeds from loan payable  -   140,060
     Repayment of loan payable  (35,969)   -
     Loans from related parties  -   1,064
     Repayment of related party loans  (613)   -
   Net cash provided by (used in) financing activities  (36,582)   141,124
           
Net change in cash  35,066   (18,693)
           
Effects of currency translation  -   487
Cash, beginning of period  7,000   189,429
          
Cash, end of period $42,066  $171,223
         
SUPPLEMENTAL DISCLOSURES:     
 Cash paid for interest $  -
 Cash paid for taxes $  -

The accompanying notes are an integral part of these unaudited consolidated financial statements.  

 8 
 

CAT9 GROUP, INC.

Notes to Unaudited Consolidated Financial Statements

March 31, 2021

 

NOTE 1 - DESCRIPTION OF BUSINESS AND HISTORY

 

Description of business

CAT9 Group Inc., (the “Company”) formerly known as ANDES 4 Inc. ("ANDES 4"), was incorporated under the laws of the State of Delaware on January 26, 2015. On December 27, 2016, the Company and its wholly-owned subsidiary, CAT9 Holdings Ltd, a company organized under the laws of the Cayman Islands, ("CAT9 Cayman"); CAT9 Cayman's wholly-owned subsidiary, CAT9 Investment China Limited, a company organized under the laws of Hong Kong ("CAT9 HK"); and its wholly-owned subsidiary, Chongqing CAT9 Industry Company Ltd, a company organized under the laws of the People's Republic of China closed a share exchange transaction pursuant to which CAT9 became the 100% parent of CAT9 Cayman, assumed the operations of CAT9 Cayman and its subsidiaries, including CAT9 Investment China, and Chongqing CAT9 Industrial Company Ltd.

 

CAT9 Cayman is a holding company incorporated on August 20, 2015, under the laws of the Cayman Islands. CAT9 Investment China Limited was incorporated on September 10, 2015, under the laws of Hong Kong. CAT9 Investment China is a window for the group to handle the business operations outside of China.

Chongqing CAT9 Industrial Company Ltd. is located in Chongqing, PRC and was incorporated under the laws of the PRC on June 26, 2014. Chongqing Field Industrial Company Ltd. operates through strategic alliance and distribution rights agreements in the PRC, the Company is engaged in the marketing and sales of (1) fresh fruits, vegetables meats (including primarily organic and non-organic from both domestically grown and imported (2) Acquisition of land for the planting of Acer Truncatum trees and harvesting of Acer Truncatum seeds to produce edible oil, (3) providing Hi-Tech cooperative farm management services in the PRC and overseas and (4) farm machinery sales.

 

Prior to the events above, the Company on July 31, 2015, the sole officer and director of the Company entered into a Share Purchase Agreement (the “SPA”) pursuant to which he entered into an agreement to sell an aggregate of 10,000,000 shares of his shares of the Company’s common stock to Chongqing Field Industrial Company Ltd. at an aggregate purchase price of $40,000. These shares represent 100% of the Company’s issued and outstanding common stock. Effective upon the closing date of the Share Purchase Agreement, August 12, 2015, the sole officer and director of the Company executed the agreement and owned no shares of the Company’s stock and Chongqing Field Industrial Company Ltd. was the sole stockholder of the Company.

 

On May 2, 2016, the Company entered into Employee Agreements with Wenfa "Simon" Sun, its President, Chief Executive Officer, and Chairman of the Board of Directors, and MeiHong "Sanya" Qian, its Chief Financial Officer and Secretary. Pursuant to the Employment Agreement, the Company issued 6,000,000 shares of restricted common stock to Wenfa "Simon" Sun, and 4,000,000 shares of restricted common stock to MeiHong "Sanya" Qian.

 

On May 3, 2016, the sole shareholder of the Company, Chongqing Field Industrial Ltd., ("CQFI") consented to a redemption of its 10,000,000 shares of common stock at a price of $0.0001 per share for an aggregate redemption price of $1,000. As a result of this action by CQFI, management of the Company now control 100% of the issued and outstanding shares.

  

With the redemption and subsequent issuance of the 10,000,000 shares of restricted common stock, the Company effected a change in its control and the new majority shareholders are the current members of management of the Company.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

 

 9 
 

The Company's functional currency for Chongqing CAT9is the Chinese Renminbi (“RMB”); however, the accompanying financial statements have been translated and presented in the United States Dollars (“USD”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, CAT9 Cayman, and its subsidiaries, including CAT9 Investment China, Chongqing CAT9 Industrial Co., Ltd: Chongqing Yubei Branch Company of Chongqing CAT9 Industrial Co., Ltd; Chengdu First Branch Company of Chongqing CAT9 Industrial Co., Ltd; and Chengdu Second Branch Company of Chongqing CAT9 Industrial Co., Ltd.All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Translation Adjustment

For the three months ended March 31, 2021 and 2020, the accounts of the Chongqing CAT9 were maintained, and its financial statements were expressed, in RMB.  Such financial statements were translated into USD in accordance with the Foreign Currency Matters Topic of the Codification (ASC 830), with the RMB as the functional currency.  According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital.  Transaction gains and losses are reflected in the income statement.

 

Comprehensive Income

The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220).  Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income for the three months ended March 31, 2021 and 2020 is included net income and foreign currency translation adjustments.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less.

 

NOTE 3 – SIGNIFICANT CONCENTRATION

 

Credit Risk

 

Financial instruments which potentially expose the Company to concentrations of credit risk consist of cash and accounts receivable as of March 31, 2021 and December 31, 2020. The Company performs ongoing evaluations of its cash position and credit evaluations to ensure collections and minimize losses.

 

The major part of the Company’s cash at March 31, 2021 and December 31, 2020 is maintained at financial institutions in the PRC which provide insurance on deposit for no more than 500,000 yuan for each depositor in a bank.  The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk in this area.

 

 10 
 

Geographic Concentration

 

For the three months ended March 31, 2021 and 2020, the Company’s sales were mainly made to customers located in the PRC. In addition, total accounts receivables as of March 31, 2021 and December 31, 2020 also arose from customers located in the PRC.

 

Major parts of net assets of the Company are also located in the PRC.

 

Customer Concentration

 

The following table sets forth information as to the revenue derived from those customers that accounted for more than 10% of our revenue for the year ended March 31, 2021:

  Amount %
 Zhejiang Quku Supply Chain Management Co., Ltd $123,081   48%
 Sichuan Songxiang Times Science and Technology Co., Ltd                      $48,071   19%
 Mingtong Chongqing Agricultural Technology Development Co., Ltd                $27,122   11%

 

 

The following table sets forth information as to the accounts receivable derived from those customers that accounted for more than 10% of our accounts receivable as of March 31, 2021:

 

  Amount %
Sichuan Songxiang Times Science and Technology Co., Ltd                        $19,753   38%
Mingtong Chongqing Agricultural Technology Development Co., Ltd            $12,972   25%

 

 

NOTE 4 – ACCOUNTS RECEIVABLE

 

Account receivables consist of the following:

 

  

March 31,

2021

 

December 31, 

2020

Accounts receivable $51,747  $12,824 
Less: allowance for doubtful accounts  —     —   
         
Accounts receivable, net $51,747  $12,824 

 

NOTE 5 – INVENTORIES

 

Inventories consist of the following:

 

  March 31,
2021
 December 31, 
2020
Raw materials and parts $59,015  $66,089 
Finished goods  200,318   248,571 
Total  259,333   314,660 
Less: allowance for inventory reserve  —     (7,687)
Total inventory, net $259,333  $306,973 


NOTE 6 — PROPERTY AND EQUIPMENT

 

Property and equipment are summarized as follows:

 

  

March 31,

2021

 

December 31,

2020

Equipment $15,019  $15,074 
Automobile  36,232   36,366 
Acer Truncatum saplings  229   230 
Total property and equipment  51,480   51,670 
Less accumulated depreciation  (41,812)  (39,443)
Property and equipment, net $9,668  $12,227 

 11 
 

Depreciation expense was $2,124 and $3,057 for the three months ended March 31, 2021 and 2020, respectively.

NOTE 7 — CAPITALIZED SOFTWARE COSTS

Capitalized software costs consist of the following as of:

 

  

March 31,

2021

 

December 31,

2020

Software $23,409  $23,495 
Less accumulated amortization  (22,351)  (19,247)
Software costs, net $1,058  $4,248 

Amortization expense was $2,682 and $4,001 for the three months ended March 31, 2021 and 2020, respectively.

 

NOTE 8 – LOAN PAYABLE

 

As of March 31, 2021, the Company had outstanding loan agreements with some individuals in the amount of $101,484 (RMB $665,000). The Company’s vehicle with net value of $7,548 is pledged as security for a loan in the amount of $15,261 (RMB $100,000). During the three months ended March 31, 2020, the Company repaid a loan in full in the amount of $15,261 (RMB $100,000). All loans are past due as of March 31, 2021. The annual interest rates for the loans are from 0% to 30%. For the three months ended March 31, 2021, the interest expense is $2,381.

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

Loan payable, related parties

 

On January 1, 2020, the Company entered into a loan agreement with Sichuan CAT9 Technology, the company under control of Wenfa Sun, the Company’s President, Chief Executive Officer and Chairman. The loan agreement offers the Company $763,035 (RMB 5,000,000) credit line. The maturity date is December 31, 2020. The loan is unsecured, non-interest bearing. As of March 31, 2021, the balance of the loan is $160,369 and unused credit line is $602,666. As of March 31, 2021, this loan is past due.

 

Due to related parties

 

During the normal course of business, affiliated companies, members, and/or officers may advance the Company funds to pay for certain operating expenses. All advances are unsecured, non-interest bearing and due on demand.

 

As of March 31, 2021 and December 31, 2020, the Company was indebted to related parties that advanced loans to the Company without any formal repayment terms. As of March 31, 2021 and December 31, 2020, the Company owed the aforementioned related parties $425,414 and $426,027, respectively.

 

NOTE 10 – ACCUMULATED OTHER COMPREHENSIVE LOSS

Balance of related after-tax components comprising accumulated other comprehensive loss included members’ capital were as follows:

  

March 31,

2021

 

December 31,

2020

Accumulated other comprehensive loss, beginning of period $(28,823) $(12,338)
Change in cumulative translation adjustment  12,509   (16,485)
Accumulated other comprehensive loss, end of period $(16,314) $(28,823)
 12 
 

 

NOTE 11 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 13 
 

Special Note Regarding Forward-Looking Statements

 

The following discussion should be read in conjunction with our unaudited financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand CAT9 Group, Inc., our operations and our present business environment. MD&A is provided as a supplement to—and should be read in conjunction with—our consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q. The audited financial statements for our fiscal year ended December 31, 2020 filed with the Securities Exchange Commission on Form 10-K on March 30, 2021and should be read in conjunction with the discussion below. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these unaudited financial statements. 

 

We were incorporated in the State of Delaware on January 26, 2015 and on February 6, 2015 as ANDES 4, Inc.; we filed our registration statement on Form 10 to register with the U.S Securities and Exchange Commission (the “SEC”) as a public company. We were organized as a vehicle to explore and acquire a target company or business that sought to find value with perceived advantages of being a publicly held corporation.

 

On July 31, 2015, the sole officer of ANDES 4, Inc., entered into a Share Purchase Agreement (“SPA”) with Chongqing Field Industrial Company Ltd (“CQFI”) whereby the sole officer then resigned and sold his entire position on August 12, 2015. On May 2, 2016, the Company issued 6,000,000 shares of common stock to its President, CEO and Chairman, Wenfa “Simon” Sun and 4,000,000 shares of common stock to its CFO, Meihong “Sanya” Qian via employment agreements, further, on May 3, 2016, CQFI consented to a redemption of its 10,000,000 shares held in the Company, with the redemption, the control over the Company was transferred to Wenfa “Simon” Sun and Meihong “Sanya” Qian.

 

On December 27, 2016, the Company entered into a merger agreement (the “Merger”) via CAT9 Group, Inc., CAT9 Holdings, a company organized under the laws of the Cayman Islands, CAT9 Investment China Limited, a company organized under the laws of Hong Kong (“CAT9 HK”) and its wholly-owned subsidiary, Chongqing Field Industrial Company Ltd. (“CQFI”).

 

On December 26, 2017, the Company filed its Form S-1 with the SEC and became effective on April 4, 2018. The Company was issued the trading symbol “CATN” by Financial Industry Regulatory Authority (“FINRA”) and began trading on the Over-the-Counter market pink venue, owned by OTC Markets Group Inc.

 

On December 7, 2018, our President, CEO and Chairman, Wenfa “Simon” Sun gifted 20,000,000 shares of his personal common stock in our Company to Guofu Industry Development Ltd in a private transaction fully disclosed on Form 13D. These shares represented approximately 19.6% of the shares in CAT9 Group, Inc.

  

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On August 23, 2019, our President, CEO and Chairman, Wenfa “Simon” Sun acquired 10,000,000 shares of common stock held by our former CFO, Meihong “Sanya” Qian who resigned on May 14, 2019. The acquisition of these common shares was done as a privately negotiated transaction and post-purchase, Wenfa “Simon” Sun held 78.3% of CAT9 Group, Inc.

 

On April 7, 2020, the Company’s largest distributor of its products which it received 90% of its revenues doing business under the trade names Zhongjun Jilian (Shanghai) Tech Development Co., Ltd., Shanghai Hanan E-business Co., Lt., and Nanjing Hemu E-business Co., Ltd. ceased all operations. Due to this event, the Company has uncollectible accounts receivables in the amount of 3,299,612.55 RMB which it does not believe is recoverable.  

 

The result of this event will likely place a significant limitation on our sales and revenues for the near future as we seek new distributor relationships for our products.

 

Covid-19 Coronavirus Risk

 

We also continue to face uncertainty operating under the conditions of COVID-19, (SARS-CoV-2), the novel coronavirus which began in Wuhan, China placed several areas under mandatory quarantine which during this period our employees and staff worked from home. We cannot make any assurances that COVID-19 will not reappear with new infections and to the extent that COVID-19, or another virus appears, we may encounter prolonged operational lockdown measures that would disrupt our business operations.

  

Results of Operations

 

Three months ended March 31, 2021 compared to the three months ended March 31, 2020

 

Sales Revenue

Sales revenue for the three months ended March 31, 2021, was $256,190, compared to $1,054,015 for the three months ended March 31, 2020, a decrease of $797,825 or 75.7 We have experienced a significant decrease in revenue primarily due to the largest distributor of our products ceasing all operations. 

 

Cost of Goods Sold

Cost of goods sold for the three months ended March 31, 2021, was $93,204, compared to $509,592 for the three months ended March 31, 2020, a decrease of $416,388 or 81.7%. The decrease in cost of goods is directly related to the decrease in sales.

 

Operating Expenses

Professional fees were $24,829 for the three months ended March 31, 2021, compared to $57,790 for the three months ended March 31, 2020, a decrease of $32,961 or 57%. Professional fees consist mostly of legal and audit expense.

 

Consulting expense was $7,437 for the three months ended March 31, 2021, compared to $106,398 for the three months ended March 31, 2020, a decrease of $98,961 or 93%.Consulting expense has decreased due to decreased use of consulting for business management and intellectual property.

 

Selling, general and administrative expense (“SG&A”) was $103,758 for the three months ended March 31, 2021, compared to $643,897 for the three months ended March 31, 2020, a decrease of $540,139 or 83.9%. The decrease is the result of the overall decrease in operations including salaries and wages, rent, freight and marketing expense.

 

Net Loss

Net loss for the three months ended March 31, 2021, we had net income of $27,655, compared to a net loss of $276,295for the three months ended March 31, 2020. The increase from a net loss to net income can be contributed to our decrease on SG&A expense.

 

Liquidity and Capital Resources 

 

During the three months ended March 31, 2021, operating activities provided $71,648 of cash compared to $159,330 used for operating activities in the prior period. The increase in cash provided by operating activities is mainly due to net income in first quarter of 2021.

 

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During the three months ended March 31, 2021, we used $36,582 in financing activities compared to $141,124 provided in the prior period. The increase in cash used in financing activities is mainly due to higher repayment of loan payable in first quarter of 2021.

  

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

None.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, March 31, 2021. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 

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 periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report due to a material weakness in our internal control over financial reporting, which is described below.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of March 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of March 31, 2021, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2021: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2021 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

  

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings. 

There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

 

Item 1A. Risk Factors 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 

None.

 

Item 3. Defaults Upon Senior Securities. 

None.

 

Item 4. Mine Safety Disclosures 

Not applicable.

 

Item 5. Other Information. 

None.

 

Item 6. Exhibits.

ExhibitExhibit DescriptionFiled herewithFormPeriod endingExhibitFiling date
2.1Share Exchange Agreement dated December 27, 2016, by and among the Registrant, CAT9 Cayman Holdings,; CAT9 Investment China Limited, and Chongqing Field Industrial Company Ltd. 8-K 2.112/27/16
3.1Certificate of Incorporation 10 3.102/06/15
3.2Bylaws 10 3.202/06/15
3.3   Amendment to Certificate of Incorporation 8-K        3.3        09/01/15
3.4Certificate of Approval, Agreement of Merger 8-K3.412/27/16
10.1   Wenfa "Simon" Sun Employment Agreement 8-K        10.1       12/27/16
10.2MeiHong "Sanya" Qian Employment Agreement  8-K 10.212/27/16
10.3Agreement with Yunnan Province, Acreage Terms 8-K 10.305/02/17
10.4Agreement with Yunnan Province, RMB Amount 8-K 10.4 05/02/17
21.1   List of Subsidiaries 10-K 21.13/30/2021
31Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X 
32Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X 
101.INSXBRL Instance DocumentX                           
101.SCHXBRL Taxonomy Extension Schema DocumentX                                   
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX        
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX                               
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX                            
101.DEFXBRL Taxonomy Extension Definition Linkbase DefinitionX                  

 

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CAT9 Group Inc.

 

By: /s/ Wenfa “Simon” Sun

Wenfa “Simon” Sun. President, Chief Executive Officer, and Chairman of the Board of Directors

 

By: /s/ Liangqin Yi

Liangqin Yi, Chief Financial Officer, Secretary

 

Dated: May 17, 2021

 

 

 

 

  

 

 

 

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