EVERGREEN
INTERNATIONAL CORP.
CONDENSED
BALANCE SHEETS
(Unaudited)
|
|
October 31,
2020
|
|
|
April 30,
2020
|
|
|
|
|
|
|
|
|
ASSET
|
|
|
|
|
|
|
Current Asset:
|
|
|
|
|
|
|
Cash
|
|
$
|
785
|
|
|
$
|
785
|
|
Total Current Asset
|
|
|
785
|
|
|
|
785
|
|
|
|
|
|
|
|
|
|
|
Total Asset
|
|
$
|
785
|
|
|
$
|
785
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts Payable and Accrued Expenses
|
|
$
|
37,716
|
|
|
$
|
17,696
|
|
Accounts Payable and Accrued Expenses – related party
|
|
|
61,839
|
|
|
|
61,839
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
99,555
|
|
|
|
79,535
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit:
|
|
|
|
|
|
|
|
|
Preferred Stock, $.001 par value; 1,000,000 shares authorized; None issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common Stock, $.001 par value; 100,000,000 shares authorized; 7,350,540 shares issued and outstanding
|
|
|
7,350
|
|
|
|
7,350
|
|
Additional Paid-In Capital
|
|
|
2,190,644
|
|
|
|
2,190,644
|
|
Accumulated Deficit
|
|
|
(2,296,764
|
)
|
|
|
(2,276,744
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholders’ Deficit
|
|
|
(98,770
|
)
|
|
|
(78,750
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Deficit
|
|
$
|
785
|
|
|
$
|
785
|
|
The
accompanying notes are an integral part of the unaudited condensed financial statements.
EVERGREEN
INTERNATIONAL CORP.
CONDENSED
STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31,
|
|
|
Six Months Ended
October 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, General and Administrative Expenses
|
|
|
1,815
|
|
|
|
5,625
|
|
|
|
20,020
|
|
|
|
29,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(1,815
|
)
|
|
|
(5,625
|
)
|
|
|
(20,020
|
)
|
|
|
(29,596
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(1,815
|
)
|
|
$
|
(5,625
|
)
|
|
$
|
(20,020
|
)
|
|
$
|
(29,596
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss Per Common Share – Basic and Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding
|
|
|
7,350,540
|
|
|
|
7,350,540
|
|
|
|
7,350,540
|
|
|
|
7,350,540
|
|
The
accompanying notes are an integral part of the unaudited condensed financial statements.
EVERGREEN
INTERNATIONAL CORP.
CONDENSED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
THREE
MONTHS ENDED OCTOBER 31, 2020 AND 2019
(Unaudited)
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
Balance – July 31, 2019
|
|
|
7,350,540
|
|
|
$
|
7,350
|
|
|
$
|
2,190,644
|
|
|
$
|
(2,252,751
|
)
|
|
$
|
(54,757
|
)
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,625
|
)
|
|
|
(5,625
|
)
|
Balance – October 31, 2019
|
|
|
7,350,540
|
|
|
$
|
7,350
|
|
|
$
|
2,190,644
|
|
|
$
|
(2,258,376
|
)
|
|
$
|
(60,382
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – July 31, 2020
|
|
|
7,350,540
|
|
|
$
|
7,350
|
|
|
$
|
2,190,644
|
|
|
$
|
(2,294,949
|
)
|
|
$
|
(96,955
|
)
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,815
|
)
|
|
|
(1,815
|
)
|
Balance – October 31, 2020
|
|
|
7,350,540
|
|
|
$
|
7,350
|
|
|
$
|
2,190,644
|
|
|
$
|
(2,296,764
|
)
|
|
$
|
(98,770
|
)
|
The
accompanying notes are an integral part of the unaudited condensed financial statements.
EVERGREEN
INTERNATIONAL CORP.
CONDENSED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
SIX
MONTHS ENDED OCTOBER 31, 2020 AND 2019
(Unaudited)
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
Balance – April 30, 2019
|
|
|
7,350,540
|
|
|
$
|
7,350
|
|
|
$
|
2,190,644
|
|
|
$
|
(2,228,780
|
)
|
|
$
|
(30,786
|
)
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(29,596
|
)
|
|
|
(29,596
|
)
|
Balance – October 31, 2019
|
|
|
7,350,540
|
|
|
$
|
7,350
|
|
|
$
|
2,190,644
|
|
|
$
|
(2,258,376
|
)
|
|
$
|
(60,382
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – April 30, 2020
|
|
|
7,350,540
|
|
|
$
|
7,350
|
|
|
$
|
2,190,644
|
|
|
$
|
(2,276,744
|
)
|
|
$
|
(78,750
|
)
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(20,020
|
)
|
|
|
(20,020
|
)
|
Balance – October 31, 2020
|
|
|
7,350,540
|
|
|
$
|
7,350
|
|
|
$
|
2,190,644
|
|
|
$
|
(2,296,764
|
)
|
|
$
|
(98,770
|
)
|
The
accompanying notes are an integral part of the unaudited condensed financial statements.
EVERGREEN
INTERNATIONAL CORP.
CONDENSED
STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Six Months Ended
October 31,
|
|
|
|
2020
|
|
|
2019
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(20,020
|
)
|
|
$
|
(29,596
|
)
|
Changes in Operating Assets and Liabilities:
|
|
|
|
|
|
|
|
|
Increase in Accounts Payable and Accrued Liabilities
|
|
|
20,020
|
|
|
|
295
|
|
Increase in Accounts Payable and Accrued Liabilities-related parties
|
|
|
-
|
|
|
|
29,301
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used in Operating Activities
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Decrease in Cash
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash - Beginning of Period
|
|
|
785
|
|
|
|
785
|
|
|
|
|
|
|
|
|
|
|
Cash - End of Period
|
|
$
|
785
|
|
|
$
|
785
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
Cash Paid for Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash Paid for Income Taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of the unaudited condensed financial statements.
EVERGREEN
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE
1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
and Description of Business
Evergreen
International Corp. (“Evergreen”, “we”, “our” or “the Company”) started as 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 our products, 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 the SPA, the Purchaser agreed to acquire
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 ticker 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 on July 20, 2018.
On
July 27, 2018, the transaction contemplated by the SPA closed and the Purchaser acquired the Shares for a cash consideration of
$325,000. 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 with no substantial business operations. There were no significant revenues
or positive cash flows for the six months ended October 31, 2020. The Company’s management efforts are focused on seeking
out a new and profitable operating business with strong growth potential. Unless and until the Company’s successful acquisition
of an operating business, we expect our expenses to consist of legal fees, accounting fees, and administrative costs related to
maintaining a public company.
On
October 20, 2020, Jianguo Wei, our Chief Executive Officer, President, Treasurer and Director, entered into an Acquisition Agreement
with Shanghai Yuyue Enterprise Management Consulting Co., Ltd. (“SYEM”) pursuant to which Mr. Wei agreed to sell all
7,258,750 shares held by Tan Ying Lok, constituting approximately 98.75% of the Company, to SYEM for aggregate cash consideration
of $200,000. Mr. Wei was authorized to enter into the Acquisition Agreement on behalf of Mr. Lok pursuant to an Authorization
Letter dated October 20, 2020. The acquisition consummated October 20, 2020, and the parties are the in process of transferring
the shares to SYEM.
In connection with the sale of securities
to SYEM, Mr. Jianguo Wei resigned as President, Chief Executive Officer and Chief Financial officer, and Mr. He Baobing and Mr.
Cui Weinming were appointed as the Company’s Chief Executive Officer and Chief Financial Officer, respectively, effective
October 20, 2020.
On
October 22, 2020, the Board and the Majority Stockholder took action by written consent to approve an amendment to the Company’s
Articles of Incorporation to change its corporate name to Liaoning Shuiyun Qinghe Rice Industry Co., Ltd. and to change the ticker
symbol of the Common Stock to SYQH. These changes are currently pending awaiting regulatory approval.
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 unaudited 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, 2020 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 2020 Annual Report on Form 10-K filed on July 29, 2020 and other financial reports filed by
the Company from time to time.
Cash
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 were no cash equivalents as of October 31, 2020 and April 30, 2020.
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 October 31, 2020, the Company has accumulated losses of $2,296,764 and a working capital deficit of $98,770. The Company has
no current operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going
concern. Management intends to fund the ongoing operations of the Company while seeking potential business acquisition opportunities.
NOTE
4 – RELATED PARTY TRANSACTIONS
Historically,
the Company’s former CEO, Jianguo Wei,
paid certain expenses on behalf of the Company. As of October 31, 2020, the Company had a payable amount to this related party
of $61,839.
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.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion and analysis of financial condition and results of operations relates to the operations and financial condition
reported in the unaudited condensed financial statements of the Company for the Three and Six Months ended October 31, 2020 and
2019 and should be read in conjunction with such financial statements and related notes included in this report. Except for the
historical information contained herein, the following discussion, as well as other information in this report, contain “forward-looking
statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Actual results and
the timing of the events may differ materially from those contained in these forward-looking statements due to a number of factors,
including those discussed in the “Forward-Looking Statements” set forth elsewhere in this Quarterly Report on Form
10-Q.
Overview
Evergreen
International Corp. (“Evergreen”, “we”, “our” or “the Company”) started as 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 our products, 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 (f/k/a Arbor EnTech Corporation) entered into a Stock Purchase Agreement (the “SPA”) with
Tan Ying Lok (the “Purchaser”) and certain selling stockholders including Airmont Trust and Brad Houtkin, the Company’s
two controlling stockholders (collectively, the “Sellers”), pursuant to which the Purchaser agreed to acquire 7,258,750
shares of common stock representing approximately 98.75% of the company’s issued and outstanding common stock (the “Shares”)
for $325,000. The acquisition consummated July 27, 2018, resulting in a change of control of the Company.
In
connection with the acquisition, Mr. Brad Houtkin resigned from his positions as President, CEO, Treasurer and Director of the
Company, Mr. Michael Houtkin resigned from his positions as the Secretary and Director of the Company, and Ms. Sherry Houtkin
resigned as the Director of the Company. Their resignations were not due to any dispute or disagreement with the Company on any
matter relating to the Company's operations, policies or practices. Effective August 6, 2018, the Board of Directors of the Company
appointed Jiangou Wei to serve as the sole Director, CEO, President and Treasurer of the Company, and Ge Gao as the Corporate
Secretary of the Company.
Mr.
Jiangou Wei and Tan Ying Lok are also parties to that certain Call Option Agreement, dated June 22, 2018, pursuant to which Mr.
Lok granted Mr. Wei the option to purchase all shares of common stock of the Company held by Mr. Lok at a purchase price of RMB
200,000. The option to purchase expires June 21, 2023. The foregoing description of the Call Option Agreement is qualified in
its entirety by reference to the Call Option Agreement, which is filed as Exhibit 10.1 to this Quarterly Report and incorporated
herein by reference.
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
October 20, 2020, Jianguo Wei, our Chief Executive Officer, President, Treasurer and Director, entered into an Acquisition Agreement
with Shanghai Yuyue Enterprise Management Consulting Co., Ltd. (“SYEM”) pursuant to which Mr. Wei agreed to sell all
7,258,750 shares held by Tan Ying Lok, constituting approximately 98.75% of the Company, to SYEM for aggregate cash consideration
of $200,000. Mr. Wei was authorized to enter into the Acquisition Agreement on behalf of Mr. Lok pursuant to an Authorization
Letter dated October 20, 2020. The acquisition consummated October 20, 2020, and the parties are the in process of transferring
the shares to SYEM. The foregoing description of the Acquisition Agreement and Authorization Letter are qualified in their entirety
by reference to the such agreement and letter, which are filed as Exhibits 10.2 and 10.3 to this Quarterly Report and incorporated
herein by reference.
In connection with the sale of securities
to SYEM, Mr. Jianguo Wei resigned as President, Chief Executive Officer and Chief Financial officer, and Mr He Baobing and Mr.
Cui Weinming were appointed as the Company’s Chief Executive Officer and Chief Financial Officer, respectively, effective
October 20, 2020. Mr. Wei continues to serve as our sole director.
Currently,
the Company only possesses minimal assets and liabilities with no substantial business operations. There were no significant revenues
or positive cash flows for the six months ended October 31, 2020. The Company’s management efforts are focused on seeking
out a new and profitable operating business with strong growth potential. Unless and until the Company’s successful acquisition
of an operating business, we expect our expenses to consist of legal fees, accounting fees, and administrative costs related to
maintaining a public company.
On
October 22, 2020, the Board and the Majority Stockholder took action by written consent to approve an amendment to the Company’s
Articles of Incorporation to change its corporate name to Liaoning Shuiyun Qinghe Rice Industry Co., Ltd. and to change the ticker
symbol of the Common Stock to SYQH. These changes are currently pending and awaiting regulatory approval.
Critical
Accounting Policies and Significant Judgments and Estimates
The
Securities and Exchange Commission (“SEC”) issued disclosure guidance for “critical accounting policies.”
The SEC defines “critical accounting policies” as those that require the application of management’s most difficult,
subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently
uncertain and may change in subsequent periods.
Our
significant accounting policies are described in the Notes to these unaudited condensed financial statements. Currently, based
on the Company’s limited activity, we do not believe that there are any accounting policies that require the application
of difficult, subjective or complex judgments.
Results
of Operations
Since
we discontinued our wood products business in 2003, we have had no sales revenue, including during the three and six months periods
ended October 31, 2020 and 2019.
Three
Months Ended October 31, 2020 Compared to the Three Months Ended October 31, 2019
Selling,
general and administrative expenses (“operating expenses”) were $1,815 for the three months ended October 31, 2020,
as compared to $5,625 for the same period in 2019. These expenses primarily consist of professional fees and public filing expenses.
For
the three months ended October 31, 2020, we had a net loss of $1,815, as compared to a net loss of $5,625 for the same period
ended October 31, 2019. The decrease in net loss during the three months ended October 31, 2020 is primarily due to a decrease
in professional fees.
Six
Months Ended October 31, 2020 Compared to the Six Months Ended October 31, 2019
Selling,
general and administrative expenses (“operating expenses”) were $20,020 for the six months ended October 31, 2020,
as compared to $29,596 for the same period in 2019. These expenses primarily consist of professional fees and public filing expenses.
For
the six months ended October 31, 2020, we had a net loss of $20,020, as compared to a net loss of $29,596 for the same period
ended October 31, 2019. The decrease in net loss during the six months ended October 31, 2020 is primarily due to a decrease in
professional fees.
Liquidity
and Capital Resources
As
of October 31, 2020, we had a working capital deficit of $98,770, compared to a working capital deficit of $78,750 as of April
30, 2020. As of October 31, 2020 and April 30, 2020, we had $785 of cash.
The
Company’s operating activities did not use any cash for the six months ended October 31, 2020 and 2019.
The
Company did not engage in any investing activities for the six months ended October 31, 2020 and 2019.
The
Company’s financing activities did not use any cash for the six months ended October 31, 2020 and 2019.
We
are a shell company with no revenue generating activities. We anticipate that our operating activities will generate negative
net cash flow during the remaining fiscal year of 2021. The success of our business plan is dependent upon the availability of
additional capital resources on terms satisfactory to management as we are not generating sufficient revenues from our business
operations. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in
private transactions and stockholder advances. There can be no assurance that we can raise such additional capital resources on
satisfactory terms. We believe that our current cash and other sources of liquidity discussed above are adequate to support operations
for at least the next 12 months. We anticipate continuing to rely on equity sales of our common shares and shareholder advances
in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders.
There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing
to fund our plan of operations.
Off-Balance
Sheet Arrangements
We
do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.