UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September
30, 2015
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-35821
US-DADI Fertilizer Industry International,
Inc.
(Exact name of registrant
as specified in its charter)
California |
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45-2725352 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
699 Serramonte Blvd., Ste. 212, Daly City, CA |
|
94015 |
(Address of principal executive offices) |
|
(Zip Code) |
(650) 530-0699
(Registrant’s telephone number,
including area code)
Copies of Communications to:
Harold P. Gewerter, Esq.
Gewerter & Dowling
1212 S. Casino Center
Las Vegas, NV 89104
(702) 382-1714
Fax (702) 382-1759
E-mail: harold@gewerterdowling.com
Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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
x 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
x No ¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange
Act.
Large accelerated filer ¨ |
Accelerated filer ¨ |
|
|
Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Smaller reporting company x |
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes
x No ¨
The number of shares of Common Stock, $0.001 par value, outstanding
on November 7, 2014 was 54,365,000 shares.
US-DADI FERTILIZER INDUSTRY INTERNATIONAL,
INC.
QUARTERLY PERIOD ENDED SEPTEMBER 30,
2015
Index to Report on Form 10-Q
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Page No. |
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PART I - FINANCIAL INFORMATION |
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Item 1. |
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Financial Statements |
3 |
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Item 2. |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
9 |
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Item 3. |
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Quantitative and Qualitative Disclosures About Market Risk |
11 |
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Item 4T. |
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Controls and Procedures |
12 |
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PART II - OTHER INFORMATION |
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Item 1. |
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Legal Proceedings |
12 |
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Item1A. |
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Risk Factors |
12 |
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Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds |
12 |
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Item 3. |
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Defaults Upon Senior Securities |
12 |
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Item 4. |
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(Removed and Reserved) |
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Item 5. |
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Other Information |
12 |
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Item 6. |
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Exhibits |
13 |
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Signature |
14 |
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
US-DADI FERTILIZER INDUSTRY INTERNATIONAL,
INC.
UNAUDITED FINANCIAL STATEMENTS
September 30, 2015
Condensed Balance Sheets as of September 30, 2015 and December 31, 2014 (Unaudited) |
4 |
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014 (Unaudited) |
5 |
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014 (unaudited) |
6 |
Notes to Condensed Unaudited Financial Statements |
7 -
8 |
3
US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC. |
Condensed Balance Sheet |
(Unaudited) |
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| |
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September 30, 2015 | |
December 31, 2014 |
ASSETS |
Current assets | |
| |
|
Prepaid expenses | |
$ | 120,625 | | |
$ | — | |
Total current assets | |
| 120,625 | | |
| — | |
| |
| | | |
| | |
Total assets | |
$ | 120,625 | | |
$ | — | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
| |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable | |
$ | 14,922 | | |
$ | 17,215 | |
Related party loans | |
| 87,772 | | |
| 52,355 | |
Total current liabilities | |
| 102,694 | | |
| 69,570 | |
| |
| | | |
| | |
Stockholders' equity (deficit) | |
| | | |
| | |
Common stock, no par value; 250,000,000 shares authorized; 98,365,000 and 54,365,000 issued and outstanding at September 30, 2015 and December 31, 2014 | |
| 521,547 | | |
| 81,547 | |
Accumulated deficit | |
| (503,616 | ) | |
| (151,117 | ) |
Total stockholders' equity (deficit) | |
| 17,931 | | |
| (69,570 | ) |
| |
| | | |
| | |
Total liabilities and stockholders' equity (deficit) | |
$ | 120,625 | | |
$ | — | |
| |
| | | |
| | |
See accompanying notes to unaudited financial statements. |
4
US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC. |
Condensed Statements of Operations (Unaudited) |
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Three months ended September 30, |
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Nine months ended September 30, |
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2015 |
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2014 |
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2015 |
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2014 |
Revenue |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Operating expenses |
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General and administrative |
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116,924 |
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4,925 |
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352,499 |
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21,209 |
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Total operating expenses |
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116,924 |
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4,925 |
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352,499 |
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21,209 |
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Loss from operations |
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(116,924 |
) |
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(4,925 |
) |
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(352,499 |
) |
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(21,209 |
) |
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Other expense |
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Interest expense |
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— |
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— |
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— |
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— |
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Total other expense |
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— |
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— |
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— |
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— |
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Income tax |
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— |
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— |
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— |
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— |
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Net loss |
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$ |
(116,924 |
) |
|
$ |
(4,925 |
) |
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$ |
(352,499 |
) |
|
$ |
(21,209 |
) |
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Basic and diluted loss per common share |
$ |
(0.00 |
) |
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$ |
(0.00 |
) |
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$ |
(0.00 |
) |
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$ |
(0.00 |
) |
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Weighted average shares outstanding |
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98,365,000 |
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54,365,000 |
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98,365,000 |
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54,365,000 |
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See accompanying notes to unaudited financial statements. |
5
US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC. |
Condensed Statements of Cash Flows (Unaudited) |
| |
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| |
Nine months ended September 30, |
| |
2015 | |
2014 |
Cash flows from operating activities | |
| | | |
| | |
Net loss | |
$ | (352,499 | ) | |
$ | (21,209 | ) |
Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| | |
Common stock issued for services | |
| 110,000 | | |
| — | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| 209,375 | | |
| — | |
Accounts payable | |
| (2,293 | ) | |
| 4,894 | |
Net cash used in operating activities | |
| (35,417 | ) | |
| (16,315 | ) |
| |
| | | |
| | |
Cash flows from investing activities | |
| — | | |
| — | |
| |
| | | |
| | |
Cash flows from financing activities | |
| | | |
| | |
Proceeds from related party loans | |
| 35,417 | | |
| 16,315 | |
Net cash provided by financing activities | |
| 35,417 | | |
| 16,315 | |
| |
| | | |
| | |
Net change in cash | |
| — | | |
| — | |
Cash at beginning of period | |
| — | | |
| — | |
Cash at end of period | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Supplemental cash flow information | |
| | | |
| | |
Cash paid for interest | |
$ | — | | |
$ | — | |
Cash paid for income taxes | |
$ | — | | |
$ | — | |
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| | |
Supplemental disclosure of non-cash operating and financing activity: | |
| | | |
| | |
Common stock issued for prepaid services | |
$ | 330,000 | | |
$ | — | |
| |
| | | |
| | |
See accompanying notes to unaudited financial statements. |
6
US-DADI FERTILIZER INDUSTRY INTERNATIONAL,
INC.
Notes to Condensed Unaudited Financial
Statements
September 30, 2015
NOTE 1 – CONDENSED FINANCIAL
STATEMENTS
The accompanying financial statements
have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of September 30, 2015
and for all periods presented herein, have been made.
Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company’s December 31, 2014 financial statements. The results
of operations for the period ended September 30, 2015 are not necessarily indicative of the operating results for the full year.
NOTE 2 – GOING CONCERN
The Company’s financial statements
are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating
losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern,
the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses
and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful
in accomplishing any of its plans.
The ability of the Company to continue
as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and
eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as a going concern
NOTE 3 – RECENT ACCOUNTING
PRONOUNCEMENTS
On June 10, 2014, the Financial Accounting
Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst
other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing
the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments
eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income,
cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity; (3) disclose
a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the
entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are
effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December
15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements
have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial
statements as those of a development stage entity and have not presented inception-to-date information on the respective financial
statements.
7
US-DADI FERTILIZER INDUSTRY INTERNATIONAL,
INC.
Notes to Condensed Unaudited Financial
Statements
September 30, 2015
NOTE 4 – RELATED PARTY TRANSACTIONS
During the nine months ended September
30, 2015, the Company received loans from related parties totaling $35,417 to fund operations. The loans are non-interest bearing,
due on demand and as such are included in current liabilities. There was $87,772 and $52,355 due to related parties as of September
30, 2015 and December 31, 2014, respectively.
NOTE 5 – COMMON STOCK ISSUANCES
On January 1, 2015, the Company entered
into two separate consulting agreements whereby one consultant would receive 33,000,000 shares of no par value common stock and
the other would receive 11,000,000 shares of no par value common stock in exchange for one year of services. The common shares
were valued at a total of $440,000 or $0.01 per share.
There were 98,365,000 and 54,365,000
common shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively.
NOTE 6 – SUBSEQUENT EVENTS
The Company has evaluated subsequent
events through the date of this filing and determined there are no events to disclose.
8
Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains
forward-looking statements and involves risks and uncertainties that could materially affect expected results of operations, liquidity,
cash flows, and business prospects. These statements include, among other things, statements regarding:
• |
our ability to diversify our operations; |
• |
inability to raise additional financing for working capital; |
• |
the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain; |
• |
our ability to attract key personnel; |
• |
our ability to operate profitably; |
• |
our ability to generate sufficient funds to operate the US-DADI Fertilizer Industry International, Inc. operations, upon completion of our acquisition; |
• |
deterioration in general or regional economic conditions; |
• |
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; |
• |
changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; |
• |
the inability of management to effectively implement our strategies and business plan; |
• |
inability to achieve future sales levels or other operating results; |
• |
the unavailability of funds for capital expenditures; |
• |
other risks and uncertainties detailed in this report; |
as well as other statements regarding our future operations,
financial condition and prospects, and business strategies. These forward-looking statements are subject to certain risks and uncertainties
that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q,
and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A and those discussed in
other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the
results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to
place undue reliance on such forward-looking statements.
References in the following discussion and throughout
this quarterly report to “we”, “our”, “us”, “US-DADI”, “the Company”,
and similar terms refer to US-DADI Fertilizer Industry International, Inc. unless otherwise expressly stated or the context otherwise
requires.
OVERVIEW AND OUTLOOK
Background
US-DADI Fertilizer Industry International,
Inc. is a development stage company incorporated in the State of California on August 11, 2010. Our stated business objective is
a fertiziler-related products and equipment exporter. Since our inception on August 11, 2010 through September 30, 2015, we generated
no revenues from that line of business.
9
Going Concern
The Company’s financial statements are prepared using
generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization
of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as a going concern. As of September 30, 2013 the Company
had an accumulated deficit of $502,616. The ability of the Company to continue as a going concern is dependent on the Company obtaining
adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it
could be forced to cease operations.
The Company is currently contemplating an offering of its
equity or debt securities to finance continuing operations. There are no agreements or arrangements currently in place or under
negotiation to obtain such financing, and there are no assurances that the Company will be successful and without sufficient financing
it would be unlikely for the Company to continue as a going concern. The ability of the Company to continue as a going concern
is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other
sources of financing and attain profitable operations.
RESULTS OF OPERATIONS
During the three months ended September
30, 2015, we generated revenue of $0. During the three months ended September 30, 2014, we generated revenue of $0. During the
nine months ended September 30, 2015, we generated revenues of $0. During the nine months ended September 30, 2014, we generated
revenues of $0.
Operating expenses during the three months
ended September 30, 2015 were $116,924 all of which consisted of general and administrative expenses. In comparison, operating
expenses for the period ended September 30, 2014 were $4,925 all of which consisted of general and administrative expenses such
as accounting, professional and miscellaneous office expenditures.
Operating expenses during the nine months
ended September 30, 2015 were $352,499 all of which consisted of general and administrative expenses. In comparison, operating
expenses for the period ended September 30, 2014 were $21,209 all of which consisted of general and administrative expenses.
We have not been profitable from our
inception in 2010 through September 30, 2015, and our accumulated deficit amounts to $503,616. There is significant uncertainty
projecting future profitability due to our history of losses and lack of revenues. In our current state we have no recurring or
guaranteed source of revenues and cannot predict when, if ever, we will become profitable. There is significant uncertainty projecting
future profitability due to our minimal operating history and lack of guaranteed ongoing revenue streams.
Liquidity and Capital Resources
As of September 30, 2015, we had $0 in
cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for
all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance
of stock and borrowings.
The following table sets forth a summary of our cash flows
for the nine months ended September 30, 2015 and the period ending September 30, 2014:
|
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Nine Months Ended September 30,
2014 |
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|
Nine Months Ended September
30, 2015 |
|
Net cash used in operating activities |
|
$ |
(16,315 |
) |
|
$ |
(35,417 |
) |
Net cash used in investing activities |
|
|
- |
|
|
|
- |
|
Net cash provided by financing activities |
|
|
16,315 |
|
|
|
35,417 |
|
Net increase (decrease) in Cash |
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|
- |
|
|
|
- |
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Cash, beginning |
|
|
- |
|
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|
- |
|
Cash, ending |
|
$ |
- |
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$ |
- |
|
10
Since inception, we have financed our
cash flow requirements through issuance of common stock. As we expand our activities, we may, and most likely will, continue to
experience net negative cash flows from operations, pending receipt of listings or some form of advertising revenues. Additionally
we anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available,
or to obtain additional financing to the extent necessary to augment our working capital.
We anticipate that we will incur operating
losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain.
Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their
early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not
limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other
things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and
upgrade our website, provide national and regional industry participants with an effective, efficient and accessible website on
which to promote their products and services through the Internet, respond to competitive developments, and attract, retain and
motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to
do so can have a material adverse effect on our business prospects, financial condition and results of operations.
Operating activities
Net cash used in operating activities
was $35,417 for the period ended September 30, 2015, as compared to $16,315 used in operating activities for the period ended September
30, 2014. The increase in net cash used in operating activities was primarily due to an increase in professional fees.
Investing activities
Net cash used in investing activities
was $0 for the period ended September 30, 2015, as compared to $0 used in investing activities for the same period in 2014.
Financing activities
Net cash provided by financing activities
for the period ended September 30, 2015 was $35,417 as compared to $16,315 for the same period of 2014. The decrease of net cash
provided by financing activities was mainly attributable to less in shareholder loans to fund operating expenses.
We believe that cash flow from operations
will not meet our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity
or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require
additional cash resources due to changed business conditions, implementation of our strategy to expand our sales and marketing
initiatives, increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources and then current
cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt
securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders.
The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and
financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available
in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at
all, will limit our ability to expand our business operations and could harm our overall business prospects.
Off-Balance Sheet Arrangements
We did not have 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 that is material to
investors.
Item 3. Quantitative and Qualitative Disclosure About
Market Risk
This item is not applicable as we are currently considered
a smaller reporting company.
11
Item 4T. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Principal Executive Officer and Chief
Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act) as of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls
and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information
we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive and principal financial officer, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal
control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and
procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their costs.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are not a party to any material legal proceedings.
Item 1A. Risk Factors
The risk factors listed in our 2014 Form 10-K on pages 5
to 10, filed with the Securities Exchange Commission on April 15, 2015, are hereby incorporated by reference.
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds.
Stock Issuances
None.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity
securities from the time of our inception through the period ended September 30, 2015.
Item 3. Defaults Upon Senior Securities.
None.
Item 5. Other Information.
None.
12
Item 6. Exhibits.
Exhibit No. |
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Description |
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31.1 |
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Certification of Principal Executive Officer & Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1 |
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Certifications of Principal Executive Officer & Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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101.INS* |
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XBRL Instance Document |
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101.SCH* |
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XBRL Taxonomy Extension Schema |
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101.CAL* |
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XBRL Taxonomy Extension Calculation Linkbase |
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101.DEF* |
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XBRL Taxonomy Extension Definition Linkbase |
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101.LAB* |
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XBRL Taxonomy Extension Label Linkbase |
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101.PRE* |
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XBRL Taxonomy Extension Presentation Linkbase |
*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
13
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC. |
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Date: November 12, 2015 |
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By: |
/s/ Ling Yam LAM |
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Ling Yam LAM |
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Chief Executive Officer |
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(Principal Executive Officer and duly authorized signatory) |
14
CERTIFICATION
I, Ling Yam LAM, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in the report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over
financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: November 12, 2015
/s/ Ling Yam LAM |
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Ling Yam LAM |
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Chief Executive Officer |
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(Principal Executive Officer) |
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Exhibit 31.2
CERTIFICATION
I, Mandy Fung-Yee, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in the report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15(d) - 15(f)) for the registrant and have:
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
(b) Designed such
internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the
effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in
this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
(a) All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: November 12, 2015
/s/ Mandy Fung-Yee |
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Mandy Fung-Yee |
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Chief Financial Officer |
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(Principal Financial Officer) |
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Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. 1350 AS
ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
The undersigned hereby certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly
Report on Form 10-Q for the period ended September 30, 2015 of US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC. (the “Company”)
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the
information contained in such periodic report fairly presents, in all material respects, the financial condition and results of
operations of the Company as of, and for, the periods presented in such report.
Very truly yours,
/s/ Ling Yam LAM |
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Ling Yam LAM |
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Chief Executive Officer |
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/s/ Mandy Fung-Yee |
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Mandy Fung-Yee |
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Chief Financial Officer |
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Dated: November 12, 2015 |
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A signed original of this written statement
required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to US-DADI FERTILIZER INDUSTRY INTERNATIONAL,
INC. and will be furnished to the Securities and Exchange Commission or its staff upon request.
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