Item
1.
|
Financial
Statements
|
LVYUAN
GREEN BUILDING MATERIAL TECHNOLOGY CORP.
CONDENSED
BALANCE SHEETS
|
|
(Unaudited)
July 31, 2016
|
|
|
(Audited)
April 30, 2016
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|
ASSETS
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
0
|
|
|
$
|
0
|
|
Total Current Assets
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
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|
Liabilities
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
|
7,858
|
|
|
|
|
|
Loan from directors
|
|
$
|
48,480
|
|
|
$
|
39,254
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
56,338
|
|
|
|
39,254
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
300,000,000 and 75,000,000 shares of common stock, par value $0.001 per share, authorized and 6,910,000 shares issued and outstanding as of April 30, 2016 and July 31, 2015, respectively; 30,000,000 and 0 shares of preferred stock, par value $0.001 per share, authorized, none outstanding as of April 30, 2016 and July 31, 2015, respectively.
|
|
|
6,910
|
|
|
|
6,910
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|
Additional paid in capital
|
|
|
17,290
|
|
|
|
17,290
|
|
Deficit accumulated during the development stage
|
|
|
(80,538
|
)
|
|
|
(63,454
|
)
|
Total Stockholders’ Equity (Deficit)
|
|
|
(56,338
|
)
|
|
|
(39,254
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Equity
|
|
$
|
0
|
|
|
$
|
0
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements
LVYUAN
GREEN BUILDING MATERIAL TECHNOLOGY CORP.
CONDENSED
STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
Three Months ended
July 31,
2016
|
|
|
Three Months ended
July 31,
2015
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
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|
Business License and Permits
|
|
|
-
|
|
|
|
-
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|
Bank Service Charges
|
|
|
0
|
|
|
|
141
|
|
Professional Fees
|
|
|
17,084
|
|
|
|
3,920
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|
Computer and Internet Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
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TOTAL OPERATING EXPENSES
|
|
|
17,084
|
|
|
|
4,061
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|
|
|
|
|
|
|
|
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|
NET LOSS FROM OPERATIONS
|
|
|
(17,084
|
)
|
|
|
(4,061
|
)
|
|
|
|
|
|
|
|
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|
PROVISION FOR INCOME TAXES
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(17,084
|
)
|
|
$
|
(4,061
|
)
|
|
|
|
|
|
|
|
|
|
NET LOSS PER SHARE: BASIC AND DILUTED
|
|
$
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
|
|
|
6,910,000
|
|
|
|
6,910,000
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements
LVYUAN
GREEN BUILDING MATERIAL TECHNOLOGY CORP.
CONDENSED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Three Months ended
July 31,
2016
|
|
|
Three Months ended
July 31,
2015
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Accounts Payable
|
|
|
7,858
|
|
|
|
|
|
Net loss for the period
|
|
$
|
(17,084
|
)
|
|
$
|
(4,061
|
)
|
CASH FLOWS USED IN OPERATING ACTIVITIES
|
|
|
(9,226
|
)
|
|
|
(4,061
|
)
|
|
|
|
|
|
|
|
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|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds from sale of common stock
|
|
|
-
|
|
|
|
-
|
|
Loans from director
|
|
|
9,226
|
|
|
|
3,700
|
|
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
|
|
|
9,226
|
|
|
|
3,700
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH
|
|
|
0
|
)
|
|
|
(361
|
)
|
Cash, beginning of period
|
|
|
0
|
|
|
|
469
|
|
Cash, end of period
|
|
$
|
0
|
|
|
$
|
108
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements
LVYUAN
GREEN BUILDING MATERIAL TECHNOLOGY CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
1.
|
ORGANIZATION
AND PRINCIPAL ACTIVITIES
|
Lvyuan
Green Building Material Technology Corp. (the “Company”) was incorporated in the State of Nevada on January 10, 2013
as Green Supplements Online Inc. We changed our name to Lvyuan Green Building Material Technology Corp. on September 24, 2015.
Our principal executive offices are located at Room 01, 25/F, Kerry Center, No. 2008 Renmin South Road, Luohu District, Shenzhen
City, Guangdong, People’s Republic of China. Our phone number is +86-755-2218-4466.
Our
business model was to buy nutrition and dietary products from different manufacturers and resell those products under our privatelabel.
Our source of revenue from operations was to be reselling nutrition and dietary supply products. The line of nutrition and dietary
products that we intended to market was to be standard non-proprietary supplements and other products that contained our label. Currently,
we have not yet initiated any product development efforts nor generated any revenue to date.
On
July 16, 2015, the Company’s then-controlling shareholder, Vyacheslav Sements (“VS”), and the other shareholders
of the Company (collectively, the “Original Stockholders”) entered into a stock purchase agreement (the “Agreement”)
to sell 97.5% of the Company’s common stock (the “Common Stock”) for $225,000 in cash (the “Consideration”)
to a number of individuals (the “Current Stockholders”). The Consideration was paid to the Original Stockholders and
the Common Stock was transferred to the Current Stockholders on August 3, 2015, which resulted in a change in control of the Company.
Following
the change of control, the Company is now seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses
or assets that we have not yet identified.
At
present, we have no employees other than our officers and directors, listed below.
Name
|
|
Age
|
|
Position
|
Carmen
XiaoYan Yu
|
|
35
|
|
Chairman
of the Board of Directors, Chief Executive Officer
|
Xiaoying
Yu
|
|
32
|
|
Chief
Financial Officer, Secretary, Treasurer and Director
|
Jian
Fe Sun
|
|
52
|
|
Director
|
Peter
H. Tong
|
|
62
|
|
Director
|
Enlong
Pan
|
|
59
|
|
Director
|
Long
Pan
|
|
28
|
|
Director
|
Wenbo
Yu
|
|
60
|
|
Director
|
LVYUAN
GREEN BUILDING MATERIAL TECHNOLOGY CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
|
(a)
|
Development
Stage Company
|
The
accompanying financial statements have been prepared in accordance with generally accepted accounting principles of the United
States of America (“U.S. GAAP”) related to development stage companies. A development-stage company is one in which
planned principal operations have not commenced or, if its operations have commenced, there has been no significant revenues therefrom.
|
(b)
|
Basis
of Presentation
|
The
accompanying unaudited condensed financial statements have been prepared from the books and records of the Company in accordance
with U.S. GAAP and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly,
they do not include all of the information and footnotes required by U.S. GAAP. The condensed statements of operations for the
three months ended July 31, 2016 are not necessarily indicative of the results to be expected for the full year or any future
interim period. These unaudited condensed financial statements should be read in conjunction with the financial statements and
notes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2016. In the opinion of
management, all adjustments considered necessary for a fair presentation of the results for the interim periods presented have
been reflected in such condensed financial statements.
The
Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The
financial statements and notes are representations of management. Accounting policies adopted by the Company conform to U.S. GAAP
and have been consistently applied in the presentation of financial statements. The accompanying financial statements are presented
in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the
rules and regulations of the SEC.
|
(c)
|
Net
loss per common share
|
The
Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per common
share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding
for the period. At July 31, 2016 and 2015, the Company did not have any dilutive securities and other contracts that could, potentially,
be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common
share is the same as basic loss per common share for the period.
The
preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using
the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
|
(e)
|
Recently
issued or adopted standards
|
The
Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s
results of operations, financial position or cash flow.
LVYUAN
GREEN BUILDING MATERIAL TECHNOLOGY CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
As
of July 31, 2016, the Company had net operating loss carry forwards of approximately $80,538that may be available to reduce future
years’ taxable income in varying amounts through 2033. Future tax benefits which may arise as a result of these losses have
not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the
Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
Due
to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $80,538
for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating
loss carry forwards may be limited as to use in future years.
4.
|
GOING
CONCERN AND CAPITAL RESOURCES
|
The
Company does not currently engage in any business activities that provide cash flow. During the next 12 months we anticipate incurring
costs related to:
|
●
|
filing
of Exchange Act reports,
|
|
●
|
transfer
agent services,
|
|
●
|
payment
of annual corporate fees, and
|
|
●
|
investigating,
analyzing and consummating an acquisition.
|
As
of July 31, 2016, the Company had an accumulated deficit of $80,538. Management anticipates that fees associated with filing
of Exchange Act reports including accounting fees and legal fees and payment of annual corporate fees will not exceed $60,000
within the next 12 months. We do not currently intend to retain any entity to act as a “finder” to identify and
analyze the merits of potential target businesses. Management intends to search for a business combination by contacting
various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds,
consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business
opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis,
market surveys and the like which, if we had more funds, would be desirable. If the management can find a suitable target
company, we will have to budget for additional fees relating to the investigation into the target company (including due
diligence and possibly visiting the facilities) and consummating the reverse merger, which may cost between $125,000 to
$150,000. We expect that the expenses for the next 12 months and beyond such time will be paid with amounts that may be
loaned to or invested in us by our stockholders, management or other investors. Since we have minimal assets and will
continue to incur losses due to the expenses associated with being a reporting company under the Exchange Act, we may cease
business operations if we do not timely consummate a business combination.
5.
|
LOANS
FROM OFFICERS AND DIRECTORS
|
As
of July 31, 2016, the Company had received loans from its officers and directors aggregating $48,480. The loans are non-interest
bearing and contain no specific repayment terms.
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
|
This
Quarterly Report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current
expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties
and assumptions about us that may cause our 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 such forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to
such a discrepancy include, but are not limited to, those described under “Risk Factors” in our Form 10-K for the
fiscal year ended April 30, 2016, as filed on July 29 2016. The following discussion should be read in conjunction with our Financial
Statements and related Notes thereto included elsewhere in this report.
Overview
Lvyuan
Green Building Material Technology Corp. (the “Company”) was incorporated in the State of Nevada on January 10, 2013
as Green Supplements Online Inc. We changed to our present name on September 24, 2015. Our principal executive offices are located
at Room 01, 25/F, Kerry Center, No. 2008 Renmin South Road, Luohu District, Shenzhen City, Guangdong, People’s Republic
of China. Our phone number is +86-755-2218-4466.
Our
business model was to buy nutrition and dietary products from different manufacturers and resell those products under our privatelabel.
Our source of revenue from operations was to be reselling nutrition and dietary supply products. The line of nutrition and dietary
products that we intended to market was to be standard non-proprietary supplements and other products that contained our label.
Currently, we have not yet initiated any product development efforts nor generated any revenue to date.
On
July 16, 2015, the Original Stockholders entered into a stock purchase agreement to sell 97.5% of the Company’s Common Stock
for $225,000 in cash to the Current Stockholders. The Consideration was paid to the Original Stockholders and the Common Stock
was transferred to the Current Stockholders on August 3, 2015, which resulted in a change in control of the Company.
Following
the change of control, the Company is now seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses
or assets that we have not yet identified.
Operating
Expenses
During
the quarters ended July 31, 2016 and 2015, we have incurred $17,084 and $3,920 in expenses, respectively, including fees paid
to the Company’s independent accounting firm associated with the SEC filings.
Going
Concern
The
Company does not currently engage in any business activities that provide cash flow. During the next 12 months we anticipate incurring
costs related to:
|
●
|
filing
of Exchange Act reports,
|
|
●
|
payment
of annual corporate fees, and
|
|
●
|
investigating,
analyzing and consummating an acquisition.
|
As
of July 31, 2016, the Company has an accumulated deficit of $80,538. Management anticipates that fees associated with the filing
of Exchange Act reports including accounting fees, legal fees and the payment of annual corporate fees will not exceed $60,000
during the next 12 months. We do not currently intend to retain any entity to act as a “finder” to identify and analyze
the merits of potential target businesses. Management intends to search for a business combination by contacting various sources
including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys
and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions,
therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which,
if we had more funds, would be desirable. If management can find a suitable target company, we will have to budget for additional
fees relating to the investigation into the target company (including due diligence and possibly visiting the facilities) and
consummating the reverse merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months
and beyond will be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors.
Since we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under
the Exchange Act, we may cease business operations if we do not timely consummate a business combination.
Currently,
our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain
the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come
due. Our ability to continue as a going concern is also dependent upon our ability to find a suitable target company and enter
into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing
through a reverse merger transaction and/or related party advances. However, there is no assurance of additional funding being
available.
The
Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for
expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may
be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination
may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires
to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense,
and loss of voting control which may occur in a public offering.
Any
target business that is selected may be a financially unstable company or an entity in its early stages of development or growth,
including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent
in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we
may affect a business combination with an entity in an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.
Our
management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing
and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s
plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.
The
Company anticipates that the selection of a business combination will be complex and extremely risky. Our potential merger targets
are firms seeking either the benefits of a business combination with an SEC reporting company and/or the perceived benefits of
becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other
things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the
principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees,
and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. While
a private operating company may achieve the same benefits by filing its own Exchange Act registration statement, such benefits
can be achieved at a potentially faster rate with limited regulatory review through the completion of a business combination with
a public reporting company. A potentially available business combination may occur in many different industries and at various
stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. The time required to select and evaluate a target business and to structure and complete a business
combination cannot presently be ascertained with any degree of certainty.
In
identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business
objective similar to ours. There are numerous blank check companies that have gone public in the United States that have significant
financial resources, that are seeking to carry out a business plan similar to our business plan. Many of these entities are well
established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many
of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively
limited when contrasted with those of many of these competitors.
Liquidity
and Capital Resources
As
of July 31, 2016, our total assets were $0 and our total liabilities were $56,338, comprised of notes payable to related parties.
Stockholders’
equity decreased from $(39,254) as of April 30, 2016 to $(56,338) as of July 31, 2016.
Cash
Flows from Operating Activities
We
have not generated positive cash flows from operating activities. For the three months ended July 31, 2016, net cash flows used
in operating activities were $(9,226), consisting of a net loss.
Cash
Flows from Financing Activities
We
have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three
months ended July 31, 2016, net cash from financing activities was $3,700and $9,226, respectively, consisting of loans from directors.
We
suffered recurring losses from operations and have an accumulated deficit of $80,538 as of July 31, 2016. Currently, we are a
non-operating public company. We currently are seeking to acquire, through a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating
businesses or assets that we have not yet identified. In the event we use all of our cash resources, certain members of management
and shareholders have indicated their willingness to loan us funds at the prevailing market rate, assuming we find a suitable
candidate for an acquisition, until such acquisition is consummated. Even though this is their current intention, they have made
no firm commitment and it is at their sole discretion whether or not to fund us. In the event they do not fund us and we are not
able to find outside investors, we will not have the funds necessary to operate and will have to dissolve.
Off-Balance
Sheet Arrangements
We
have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect
on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources and would be considered material to investors.