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 following:
? 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 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 to it
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 under 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 JHP's acquisition of the 83% of the issued and outstanding
shares of the Company, Jinghe Zhang resigned as the sole officer and director of
the Company.
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
(mainly including professional fees for being public company in the US market)
totaled
Net Loss
We incurred a net loss of
Results of Operations - Nine Months Ended
Revenues
During the nine-month period ended
Expenses
Operating expenses, consisting entirely of general and administrative expenses
(mainly including professional fees related to our public listing expenses)
totaled
Net Loss
We incurred a net loss of
3
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 by one of our shareholders.
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 directors and officers have 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 expect that 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. There can be no assurance that we will be able to raise such funds. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, 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.
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.
4 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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