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CATN CAT9

Filed: 16 Aug 21, 9:53am

 

 

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

 

FORM 10-Q

 

 

 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the quarterly period ended June 30, 2021

 

 

 

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 333-222288

 

cat910qimg2.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

 

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

☑ Smaller reporting company

 

☑ 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 August 10, 2021, the issuer had 102,166,400 shares of its common stock issued and outstanding.

 

 

 
1

 

 

TABLE OF CONTENTS

PART I

 

 

Item 1.

Unaudited Financial Statements

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

14

Item 4.

Controls and Procedures

14

PART II

 

 

Item 1.

Legal Proceedings

16

Item 1A.

Risk Factors

15

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

15

Item 3.

Defaults Upon Senior Securities

15

Item 4.

Mine Safety Disclosures

15

Item 5.

Other Information

15

Item 6.

Exhibits

16

 

Signatures

17

 

 

 

 

 

 

 

 

 
2

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

Contents

 

 

Financial Statements

 

 

 

Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020

5

 

 

Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2021 and 2020 (Unaudited)

6

 

 

Consolidated Statement of Stockholders’ Deficit for the three and six months ended June 30, 2021 and 2020 (Unaudited)

7

 

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (Unaudited)

8

 

 

Notes to Consolidated Financial Statements (Unaudited)

9

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 
3

 

CAT9 GROUP, INC. and Subsidiaries

Consolidated Balance Sheets

 

 

 

 

 

June 30,

2021

 

 

December 31,

2020

 

ASSETS

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$283,401

 

 

$7,000

 

Accounts receivable, net

 

 

40,887

 

 

 

12,824

 

Inventories

 

 

244,395

 

 

 

306,973

 

Other receivables, related party

 

 

 

 

 

 

1,149

 

Advances to suppliers

 

 

117,233

 

 

 

167,235

 

Other current assets

 

 

9,759

 

 

 

6,165

 

Total current assets

 

 

695,675

 

 

 

501,346

 

Property & equipment, net

 

 

7,284

 

 

 

12,227

 

Capitalized software costs, net

 

 

4,294

 

 

 

4,248

 

 

 

 

 

 

 

 

 

 

Total assets

 

$707,253

 

 

$517,821

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$430,597

 

 

$511,011

 

Customer deposits

 

 

60,750

 

 

 

1,673

 

Loan payable

 

 

95,222

 

 

 

114,113

 

Loan payable, related parties

 

 

37,480

 

 

 

183,709

 

Other payables

 

 

150,607

 

 

 

1,051

 

Other payables, related party

 

 

423,095

 

 

 

426,027

 

Total current liabilities

 

 

1,197,751

 

 

 

1,237,584

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

1,197,751

 

 

 

1,237,584

 

 

 

 

 

 

 

 

 

 

Shareholders' Deficit:

 

 

 

 

 

 

 

 

Preferred stock $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding 

 

 

0

 

 

 

0

 

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

 

 

(966,400)

 

 

(1,198,730)

Accumulated other comprehensive loss

 

 

(31,888)

 

 

(28,823)

Total Stockholders’ Deficit

 

 

(490,498)

 

 

(719,763)

Total liabilities and stockholders’ deficit

 

$707,253

 

 

$517,821

 

 

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

 
4

 

CAT9 GROUP, INC. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) 

(Unaudited)

 

 

Three Months Ended 
June 30,

 

 

Six Months Ended 
June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue

 

$694,929

 

 

$227,423

 

 

$951,119

 

 

$1,281,438

 

Cost of revenue

 

 

249,861

 

 

 

96,866

 

 

 

343,065

 

 

 

606,458

 

Gross margin

 

 

445,068

 

 

 

130,557

 

 

 

608,054

 

 

 

674,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Professional fees

 

 

4,730

 

 

 

13,441

 

 

 

29,559

 

 

 

71,231

 

   Consulting

 

 

16,101

 

 

 

10,899

 

 

 

23,538

 

 

 

117,297

 

   Selling, general and administrative

 

 

203,432

 

 

 

360,120

 

 

 

307,190

 

 

 

1,004,017

 

Total operating expenses

 

 

224,263

 

 

 

384,460

 

 

 

360,287

 

 

 

1,192,545

 

Income (Loss) from operations

 

 

220,805

 

 

 

(253,903)

 

 

247,767

 

 

 

(517,565)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Other income

 

 

788

 

 

 

2,296

 

 

 

5,334

 

 

 

2,620

 

    Interest expense

 

 

(2,592)

 

 

(2,181)

 

 

(4,971)

 

 

(2,181)

    Other expenses

 

 

(14,326)

 

 

(11,780)

 

 

(15,799)

 

 

(24,738)

Total other expense

 

 

(16,130)

 

 

(11,665)

 

 

(15,436)

 

 

(24,299)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

204,675

 

 

 

(265,568)

 

 

232,331

 

 

 

(541,864)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

-

 

 

 

-

 

Net Income (Loss)

 

$204,675

 

 

$(265,568)

 

$232,331

 

 

$(541,864)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(15,574)

 

 

9,165

 

 

 

(3,065)

 

 

37,635

 

Comprehensive income (loss)

 

 

189,101

 

 

 

(256,403)

 

 

229,265

 

 

 

(504,229)

Basic and diluted net income (loss) per share

 

$0.00

 

 

$(0.00)

 

$0.00

 

 

$(0.01)

Weighted average number of common shares outstanding, basic and diluted

 

 

102,166,400

 

 

 

102,166,400

 

 

 

102,166,400

 

 

 

102,166,400

 

 

 
5

 

CAT9 GROUP, INC. and Subsidiaries

Consolidated Statements of Stockholders’ Deficit

For the Three and Six Months Ended June 30, 2020 and 2021

(unaudited)

 

 

Common Stock

 

 

Additional paid in

 

 

Accumulated

 

 

Other comprehensive

 

 

 

 

Shares

 

 

Amount

 

 

capital

 

 

deficit

 

 

loss

 

 Total

Balance, December 31, 2019

 

 

102,166,400

 

 

$10,217

 

 

$497,573

 

 

$(825,752)

 

$(12,338)

 

$(330,300)

Foreign currency translation adjustment

 

 

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

28,470

 

 

 

28,470

 

Net loss

 

 

 

 

 

0

 

 

 

0

 

 

 

(276,295)

 

 

0

 

 

 

(276,295)

Balance, March 31, 2020

 

 

102,166,400

 

 

 

10,217

 

 

 

497,573

 

 

 

(1,102,047)

 

 

16,132

 

 

 

(578,125)

Foreign currency translation adjustment

 

 

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

9,165

 

 

 

9,165

 

Net loss

 

 

 

 

 

0

 

 

 

0

 

 

 

(265,568)

 

 

0

 

 

 

(265,568)

Balance, June 30, 2020

 

 

102,166,400

 

 

$10,217

 

 

$497,573

 

 

$(1,367,615)

 

$25,297

 

 

$(834,528)

 

 

 

Common Stock

 

 

Additional paid in

 

 

Accumulated

 

 

Other comprehensive

 

 

 

 

 

Shares

 

 

Amount

 

 

capital

 

 

deficit

 

 

loss

 

 Total

Balance, December 31, 2020

 

 

102,166,400

 

 

$10,217

 

 

$497,573

 

 

$(1,198,730)

 

$(28,823)

 

$(719,763)

Foreign currency translation adjustment

 

 

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

12,509

 

 

 

12,509

 

Net income

 

 

 

 

 

0

 

 

 

0

 

 

 

27,655

 

 

 

0

 

 

 

27,655

 

Balance, March 31, 2021

 

 

102,166,400

 

 

 

10,217

 

 

 

497,573

 

 

 

(1,171,075)

 

 

(16,314)

 

 

(679,599)

Foreign currency translation adjustment

 

 

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(15,574)

 

 

(15,574)

Net income

 

 

 

 

 

0

 

 

 

0

 

 

 

204,675

 

 

 

0

 

 

 

204,675

 

Balance, June 30, 2021

 

 

102,166,400

 

 

$10,217

 

 

$497,573

 

 

$(966,400)

 

$(31,888)

 

$(490,498)

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

 

 
6

 

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

 

 

For the Six Months Ended

June 30,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

Net Income (Loss)

 

$232,331

 

 

$(541,864)

Adjustments to reconcile net income (loss0 to net cash used in operating activities:

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(3,235)

 

 

38,085

 

Bad debt expense

 

 

-

 

 

 

498,758

 

Depreciation and amortizations expense

 

 

11,493

 

 

 

13,880

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

    Accounts receivable

 

 

(28,063)

 

 

(206,173)

    Prepaid expenses

 

 

-

 

 

 

22

 

    Inventories

 

 

62,578

 

 

 

(129,616)

    Other assets, related party

 

 

1,149

 

 

 

(2,099)

    Advances to suppliers

 

 

50,003

 

 

 

(217,331)

Other current assets

 

 

(3,594)

 

 

(5,690)

Accounts payable and accrued liabilities

 

 

(80,414)

 

 

158,122

 

Customer deposit

 

 

59,077

 

 

 

99,248

 

Other payables

 

 

149,556

 

 

 

(2,011)

Net cash provided by (used in) operating activities

 

 

450,881

 

 

 

(296,669)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of software

 

 

(6,428)

 

 

0

 

Net cash used in investing activities

 

 

(6,428)

 

 

0

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from loan payable

 

 

-

 

 

 

109,039

 

Repayment of loan payable

 

 

(165,120)

 

 

0

 

Loans from related parties

 

 

-

 

 

 

755

 

Repayment of related party loans

 

 

(2,932)

 

 

0

 

Net cash (used) provided by financing activities

 

 

(168,052)

 

 

109,794

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

276,401

 

 

 

(186,875)

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

7,000

 

 

 

189,429

 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$283,401

 

 

$2,554

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$5,029

 

 

$0

 

Cash paid for taxes

 

$-

 

 

$0

 

 

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

 
7

 

 CAT9 GROUP, INC.

Notes to Unaudited Consolidated Financial Statements

June 30, 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 the10,000,000 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

  

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with the instructions from Regulation S-X and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim period(s), and to make the financial statements not misleading, have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim period(s) are not necessarily indicative of operations for a full year.

  

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.

 

 
8

 

The Company's functional currency for Chongqing CAT9 is 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; Chengdu Second Branch Company of Chongqing CAT9 Industrial Co., Ltd; and Chongqing CAT9 Bio-tech 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 and six months ended June 30, 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 and six months ended June 30, 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 June 30, 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 June 30, 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.

 
9

 

Geographic Concentration

 

For the three and six months ended June 30, 2021 and 2020, the Company’s sales were mainly made to customers located in the PRC. In addition, total accounts receivables as of June 30, 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 June 30, 2020:

 

 

 

Amount

 

 

%

 

Zhejiang Quku Supply Chain Management Co., Ltd

 

 

346,975

 

 

 

36

 

Sichuan Songxiang Times Science and Technology Co., Ltd

 

 

194,574

 

 

 

20

 

Chongqing Zhongdao Bio-tech Co., Ltd.

 

 

 220,188

 

 

 

36

 

 

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 June 30, 2020:

 

 

 

Amount

 

 

%

 

Chongqing Zhongdao Bio-tech Co., Ltd.

 

 

11,212

 

 

 

27

 

Mingtong Chongqing Agricultural Technology Development Co., Ltd

 

 

10,516

 

 

 

26

 

 

NOTE 4 –ACCOUNTS RECEIVABLE

 

Accounts receivables consist of the following:

 

 

June 30, 2021

 

 

December 31, 2020

Accounts receivable

$

40,887

 

$

12,824

Less: allowance for doubtful accounts

 

0

 

 

0

 

 

 

 

 

 

Accounts receivable, net

$

40,887

 

$

12,824

 

NOTE 5 –INVENTORIES

 

Inventories consist of the following:

 

 

June 30, 2021

 

 

December 31, 2020

 

Raw materials and parts

 

$84,202

 

 

$66,089

 

Finished goods

 

 

160,193

 

 

 

248,571

 

Total

 

 

244,395

 

 

 

314,660

 

Less: allowance for inventory reserve

 

 

0

 

 

 

(7,687)

Total inventory, net

 

$244,395

 

 

$306,973

 

 

NOTE 6 — PROPERTY AND EQUIPMENT

 

Property and equipment are summarized as follows:

 

 

June 30, 2021

 

 

December 31, 2020

 

Equipment

 

$15,238

 

 

$15,074

 

Automobile

 

 

36,761

 

 

 

36,366

 

Acer Truncatum saplings

 

 

232

 

 

 

230

 

Total property and equipment

 

 

52,231

 

 

 

51,670

 

Less accumulated depreciation

 

 

(44,947)

 

 

(39,443)

Property and equipment, net

 

$7,284

 

 

$12,227

 

 

Depreciation expense was $5,065 and $5,932 for the six months ended June 30, 2021 and 2020, respectively.

 

 
10

 

NOTE 7 – CAPITALIZED SOFTWARE COSTS

 

Capitalized software costs consist of the following as of:

 

 

June 30, 2021

 

 

December 31, 2020

 

Software

 

$30,192

 

 

$23,495

 

Less accumulated amortization

 

 

(25,898)

 

 

(19,247)

Software costs, net

 

$4,294

 

 

$4,248

 

 

Amortization expense was $6,428 and $7,948 for the six months ended June 30, 2021 and 2020, respectively.

 

NOTE 8 – LOAN PAYABLE

 

As of June 30, 2021, the Company had outstanding loan agreements with some individuals in the amount of $95,222 (RMB $615,000). The Company’s vehicle with net value of $7,548 is pledged as security for a loan in the amount of $15,483 (RMB $100,000). During the six months ended June 30, 2020, the Company repaid two loans in full in the total amount of $18,891 (RMB $130,000). $34,063 (RMB220,000) of the loans are past due as of June 30, 2021. The annual interest rates for the loans are from 0% to 30%. For the six months ended June 30, 2021, the interest expense is $5,029.

 

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 $644,544 (RMB 5,000,000) credit line. The maturity date is December 31, 2020. The loan is unsecured, non-interest bearing. As of June 30, 2021, the balance of the loan is $37,480. As of June 30, 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 June 30, 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 June 30, 2021 and December 31, 2020, the Company owed the aforementioned related parties $423,095and $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:

 

 

 

June 30, 2021

 

 

December 31, 2020

 

Accumulated other comprehensive loss, beginning of period

 

$(28,823)

 

$(12,338)

Change in cumulative translation adjustment

 

 

(3,065)

 

 

(16,485)

Accumulated other comprehensive loss, end of period

 

$(31,888)

 

$(28,823)

 

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.

 

 
11

 

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 for the second quarter-ended June 30, 2021. 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, 2021 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.

 

 
12

 

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.


We also continue to face uncertainty operating under the conditions of COVID-19, the novel coronavirus which began in Wuhan, China. During the first quarter of 2020, China placed several areas under mandatory quarantine which during this period our employees and staff worked from home. As China is slowly relaxing its quarantine measures, there has been additional quarantine lockdowns as COVID-19 infections have been found in other parts of the country. 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 June 30, 2021 compared to the three months ended June 30, 2020

 

Sales Revenue

Sales revenue for the three months ended June 30, 2021, was $694,929, compared to $227,423 for the three months ended June 30, 2020, an increase of $467,506 or 205.6%. Our revenue has increased in the current period due to new customers obtained in the second quarter of 2021.

 

Cost of Goods Sold

Cost of goods sold for the three months ended June 30, 2021, was $249,861, compared to $96,866 for the three months ended June 30, 2020, an increase of $152,995 or 157.9%. The increase in cost of goods is directly related to the increase in sales.

 

Operating Expenses

Professional fees were $4,730 for the three months ended June 30, 2021, compared to $13,441 for the three months ended June 30, 2020, a decrease of $8,711 or 64.8%. Professional fees consist mostly of legal and audit expense.

 

Selling, general and administrative expense (“SG&A”) was $203,432 for the three months ended June 30, 2021, compared to $360,120 for the three months ended June 30, 2020, a decrease of $156,688 or 43.5%. The decrease is the result of the overall decrease in operations including salaries and wages, rent, freight and marketing expense.

 

Other income/expenses

We had total other expenses for the three months ended June 30, 2021of $16,130, compared to $11,665 for the three months ended June 30, 2020.

 

Net Income/Loss

Net income for the three months ended June 30, 2021, was $204,675, and compared to a net loss of $265,568 for the three months ended June 30, 2020. The change from a net loss in the prior period to a net income in the current period is primarily due to our increase in revenue with a decrease of operating expenses.

 

Six months ended June 30, 2021 compared to the six months ended June 30, 2020

 

Sales Revenue

Sales revenue for the six months ended June 30, 2021, was $951,119, compared to $1,281,438 for the six months ended June 30, 2020, a decrease of $330,319 or 25.8%. We have experienced a decrease in revenue primarily due to the largest distributor of our products ceasing all operations.

 

 
13

 

Cost of Goods Sold

Cost of goods sold for the six months ended June 30, 2021, was $343,065, compared to $606,458 for the six months ended June 30, 2020, a decrease of $263,393 or 43.4%. The decrease in cost of goods is directly related to the decrease in sales.

 

Operating Expenses

Professional fees were $29,559 for the six months ended June 30, 2021, compared to $71,231 for the six months ended June 30, 2020, a decrease of $41,672 or 58.5%. Professional fees consist mostly of legal and audit expense.

 

SG&A expense was $307,190 for the six months ended June 30, 2021, compared to $1,004,017 for the six months ended June 30, 2020, a decrease of $696,827 or 69.4%. In the prior period we had significant bad debt expense tat we did no incur in the current period

 

Other income/expenses

We had total other expenses for the six months ended June 30, 2021 of $15,436, compared to $24,299 for the six months ended June 30, 2020. The decrease in other expense is due to lower other loss.

 

Net Income/Loss

Net income for the six months ended June 30, 2021, was $232,331, compared to a net loss of $541,864 for the six months ended June 30, 2019. The change from a net loss in the prior period to a net income in the current period is primarily due to our decrease of operating expenses.

 

Liquidity and Capital Resources 

During the six months ended June 30, 2021, we received $450,881 of cash from operating activities compared to $296,669 used by operating activities in the prior period.

 

During the six months ended June 30, 2021, we used $6,428 for investing activities for the purchase of property and equipment in the prior period compared to $0 in the prior period.

 

During the six months ended June 30, 2021, we used $168,052 in financing activities due to the repayment of loans compared to $109,794 received in the prior period.

 

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, June 30, 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.

 

 
14

 

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 June 30, 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 June 30, 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 June 30, 2021 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

 

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.

 

 

 

 

 
15

 

Item 5. Other Information.

 

None.

  

Item 6. Exhibits.

 

Exhibit

Exhibit Description

Filed herewith

Form

Period ending

Exhibit

Filing date

2.1

Share 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

 

2.1

12/27/16

3.1

Certificate of Incorporation

 

10

 

3.1

02/06/15

3.2

Bylaws

 

10

 

3.2

02/06/15

3.3   

Amendment to Certificate of Incorporation

 

8-K

 

        3.3        

09/01/15

3.4

Certificate of Approval, Agreement of Merger

 

8-K

 

3.4

12/27/16

10.1   

Wenfa "Simon" Sun Employment Agreement 

 

8-K

 

       10.1       

12/27/16

10.2

MeiHong "Sanya" Qian Employment Agreement 

 

8-K

 

10.2

12/27/16

10.3

Agreement with Yunnan Province, Acreage Terms

 

8-K

 

10.3

05/02/17

10.4

Agreement with Yunnan Province, RMB Amount

 

8-K

 

10.4

 05/02/17

21.1   

List of Subsidiaries

 

10-K

 

       21.1       

03/30/2021

31

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

 

 

 

 

32

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

 

 

 

 

101.INS

XBRL Instance Document

X

 

 

 

 

101.SCH

XBRL Taxonomy Extension Schema Document

X

 

 

 

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

X

 

 

 

 

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

X

 

 

 

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

X

 

 

 

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase Definition

X

 

 

 

 

104

Cover page formatted as Inline XBRL and contained in Exhibit 101

X

 

 

 

 

 

 

 

 
16

 

 

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.

 

     
/s/Wenfa “Simon” Sun  /s/ Liangqin Yi 
Name: Wenfa “Simon” Sun  Name: Liangqin Yi 
Title: President, Chief Executive Officer, and Chairman of the Board of Directors  Title: Chief Financial Officer, Secretary 

 

 

Dated: August 16, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 
17