Forward-Looking Statements
The following management's discussion and analysis should be read in conjunction
with our historical financial statements and the related notes thereto. The
management's discussion and analysis contain forward-looking statements, such as
statements of our plans, objectives, expectations and intentions. Any statements
that are not statements of historical fact are forward-looking statements. When
used, the words "believe," "plan," "intend," "anticipate," "target," "estimate,"
"expect" and the like, and/or future tense or conditional constructions ("will,"
"may," "could," "should," etc.), or similar expressions, identify certain of
these forward-looking statements. These forward-looking statements are subject
to risks and uncertainties, including those under "Risk Factors" in our Annual
Report filed with the
Basis of Presentation
The following discussion highlights our results of operations and the principal
factors that have affected our financial condition as well as our liquidity and
capital resources for the periods described, and provides information that
management believes is relevant for an assessment and understanding of the
statements of financial condition and results of operations presented herein.
The following discussion and analysis are based on our unaudited financial
statements contained in this Quarterly Report, which we have prepared in
accordance with
Overview
The Company has no specific plans or proposals at this time which relate to or would result in:
? the acquisition by any person of additional securities of the Company;
? an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
? a sale or transfer of a material amount of assets of the Company or of any of
its subsidiaries;
? any material change in the present capitalization or dividend policy of the
Company;
? any other material change in the Company's business or corporate structure;
? changes in the Company's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the issuer by
any other person;
? causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
? a class of equity securities of the Company becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as
amended; or
? any similar action to those enumerated above.
2 Change in Control
On
In connection with the acquisition of the 83% by JHP, Jinghe Zhang, the sole
officer and director of the Company, resigned and JHP appointed
Results of Operations
Results of Operations - Three Months Ended
Revenues
During the three-month period ended
Expenses
Operating expenses, consisting entirely of general and administrative expenses
(including professional fees) totaled
Net Loss
We incurred a net loss of
Liquidity and Capital Resources
As of
To date, we have managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer does not draw a salary at this time. Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no expense and by accruing legal fees.
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We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
Our sole officer and director has made no commitments, written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.
We will need to raise funds in order to effectuate our business plan. We anticipate that we will need to seek financing through means such as borrowings from institutions or private individuals or a capital raise. There can be no assurance that we will be able to raise such funds. If we are unsuccessful at finding a buyer for our business or another entity with which we could create a joint venture, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.
We have a history of operating losses and negative cash flow. These conditions
raise substantial doubt about our ability to meet all of our obligations over
the twelve months following the filing of this Form 10-
Our ability to continue as a going concern is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.
Off-Balance Sheet Arrangements
We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.
Contractual Obligations None.
Critical Accounting Policies
Management's discussion and analysis of its financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in
Recent Accounting Pronouncements
We do not anticipate that the adoption of recently issued accounting pronouncements to have a material effect on our condensed consolidated financial statements.
Going Concern
The accompanying unaudited condensed 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. As reflected in the accompanying unaudited
condensed financial statements, the Company had an accumulated deficit of
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