NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE
1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
and Description of Business
Historically,
Evergreen International Corp. (“Evergreen”, “we”, “our” or “the Company”) was
a wood products company that had been in business since 1980. Our business fluctuated over the years. We were almost wholly dependent
on sales to The Home Depot, Inc. On September 2, 2003, we terminated our business relationship with Home Depot due to increased
difficulties in transacting business with such company on a profitable basis. These difficulties included Home Depot’s prohibition
against price increases, despite increases in our costs of production, a diminution in the Home Depot territories to which we
were allowed to sell product, and Home Depot’s demands regarding returns of ordered products that we were unwilling to accede
to for economic reasons.
On
June 22, 2018, the Company entered into a Stock Purchase Agreement (the “SPA”) with a third party (the “Purchaser”)
and certain selling stockholders, including the Company’s controlling stockholders (all
of the selling stockholders, collectively, the “Sellers”), pursuant to which the Purchaser has agreed to acquire
shares of common stock representing approximately 98.75% of the company’s issued and outstanding common stock (the
“Shares”). The transaction contemplated by the SPA was subject to various conditions, including payment of a cash
dividend to the Company’s stockholders and the Company’s changing its name and stock symbol as per the direction of
the Purchaser.
On
July 6, 2018, the Board of Directors of the Company (i) declared a cash dividend in an aggregate amount of $181,996, or an average
of $0.024760 per share, payable to stockholders of record on July 16, 2018, and (ii) approved an amendment to the Company’s
Certificate of Incorporation to change the Company’s name to Evergreen International, Corp, which amendment was filed with
the Secretary of State of the State of Delaware on July 13, 2018 and became effective July 20, 2018.
On
July 27, 2018, the transaction contemplated by the SPA closed, and as a result, the Purchaser completed the acquisition of the
Shares, representing 98.75% of the company’s issued and outstanding common stock for $325,000, which was funded by the Purchaser’s
personal funds. The consummation of the transactions contemplated by the SPA resulted in a change of control of the Company.
Currently, the Company only possesses minimal
assets and liabilities, and does not have any substantial business operations; accordingly, there were no significant revenues
or positive cash flows for the three months ended July 31, 2019. Management’s efforts are focused on seeking out a new and
profitable operating business with strong growth potential. Until the Company completes an acquisition, its expenses are expected
to consist solely of legal, accounting and compliance costs, including those related to complying with reporting obligations under
the Securities and Exchange act of 1934.
Basis
of Presentation
The
accompanying unaudited condensed financial statements are prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”).
The
interim condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange
Commission from the accounts of the Company without audit. The condensed balance sheet at April 30, 2019 was derived from audited
financial statements but may not include all disclosures required by accounting principles generally accepted in the United States
of America. The other information in these condensed financial statements is unaudited; however, in the opinion of management,
the information presented reflects all adjustments of a normal recurring nature which are necessary to present fairly the Company’s
financial position and results of operations and cash flows for the period presented. It is recommended that these condensed financial
statements be read in conjunction with the financial statements and the notes thereto included in the Company’s fiscal year
2019 Annual Report on Form 10-K filed on July 29, 2019 and other financial reports filed by the Company from time to time.
Cash
and Cash Equivalents
The
Company considers all highly liquid short-term investments with a maturity of three months or less at time of purchase to be cash
equivalents. There was no cash equivalent as of July 31, 2019 and April 30, 2019.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Income
Taxes
Income
taxes are provided in accordance with ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will
be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of
enactment.
Loss
Per Share
The
basic computation of loss per share is based on the weighted average number of shares outstanding during the period presented
in accordance with ASC 260, “Earnings Per Share”. Since the Company has no common stock equivalents, diluted loss
per share is the same as basic loss per share.
Fair
Value of Financial Instruments
The
fair value of the Company’s financial instruments, which consist primarily of cash, accounts payable and accrued expenses,
and accounts payable and accrued expenses – related party, approximate their carrying amounts reported due to their short-term
nature.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution
which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these
accounts and management believes the Company is not exposed to significant risks on such accounts.
Going
Concern Risk
As
of July 31, 2019, the Company has accumulated losses of $2,252,751, a working capital deficit of $54,757, and has no current operating
activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is management’s
intention to fund the ongoing operations of the Company while it seeks potential business opportunities.
NOTE
2 – STOCKHLDERS’ (DEFICIT) EQUITY
Change
of Control
On
June 22, 2018, the Company entered into a Stock Purchase Agreement (the “SPA”) with a third party (the “Purchaser”)
and certain selling stockholders, including the Company’s controlling stockholders (all
of the selling stockholders, collectively, the “Sellers”), pursuant to which the Purchaser has agreed to acquire
shares of common stock representing approximately 98.75% of the company’s issued and outstanding common stock (the
“Shares”). The transaction contemplated by the SPA was subject to various conditions, including payment of a cash
dividend to the Company’s stockholders and the Company’s changing its name and stock symbol as per the direction of
the Purchaser.
On
July 27, 2018, the transactions contemplated by the SPA were closed, and as a result, the Purchaser completed the acquisition
of the Shares, representing 98.75% of the company’s issued and outstanding common stock for $325,000, which was funded by
the Purchaser’s personal funds. The consummation of the transactions contemplated by the SPA resulted in a change of control
of the Company.
Special
Dividend
As
a condition to the SPA discussed above, the Company issued a cash dividend of substantially all of its cash, less a reserve to
discharge any remaining liabilities of the Company. The dividend was paid based on an average rate of $0.024760 per share for
an aggregate total of $181,996.
NOTE
3 – CHANGES IN MANAGEMENT
Pursuant
to the requirements of the SPA closed on July 27, 2018, effective on August 6, 2018, Mr. Brad Houtkin resigned from his positions
as President, CEO, CFO, Treasurer and Director of the Company. Mr. Michael Houtkin resigned as the Secretary and Director of the
Company, and Ms. Sherry Houtkin resigned as the Director of the Company. Further, effective as of the same date, the Board of
Directors of the Company appointed Jianguo Wei as the sole Director, CEO, CFO, President and Treasurer of the Company, and Ge
Gao as the Corporate Secretary of the Company.
NOTE
4 – RELATED PARTY TRANSACTIONS
Historically,
the Company’s CEO, Jianguo Wei,
has paid certain expenses on behalf of the Company. At July 31, 2019, the Company had a payable to this related party of $23,590.
NOTE
5 – RECENT ACCOUNTING PRONOUNCEMENTS
Management
does not believe there would have been a material effect on the accompanying financial statements had any recently issued, but
not yet effective, accounting standards been adopted in the current period.
NOTE
6 – SUBSEQUENT EVENTS
We
have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued
to determine if they must be reported. Management has determined that there were no additional reportable subsequent events to
be disclosed.