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 June 30, 2018
or
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period
from ___________ to ____________
Commission File Number:
0-25765
China
Senior Living Industry International Holding
Corporation
|
(Exact Name of Registrant as
Specified in Its Charter)
|
Nevada
|
|
87-0429748
|
(State of Other Jurisdiction
of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
No.28, Xi Hua South Rd.,
High-Tech Zone,
Xian Yang City, Shaanxi
Province, PRC
|
|
712000
|
(Address of Principal
Executive Offices)
|
|
(ZIP Code)
|
(011) (86)
29-33257666
(Registrant’s Telephone
Number, Including Area Code)
Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by
Sections 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
¨ No x
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 during
the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
¨ No x
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
x
|
|
|
Emerging growth company
|
¨
|
If an emerging growth
company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ¨
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes ¨ No x
As of November 6, 2018, the Registrant had
56,560,007 shares of common stock outstanding.
TABLE OF CONTENTS
Throughout this Quarterly Report on Form
10-Q, the “Company”, “we,” “us,” and “our,” refer to China Senior
Living Industry International Holding Corporation, a Nevada
corporation and all of its subsidiaries unless otherwise indicated
or the context otherwise requires.
FORWARD-LOOKING
STATEMENTS
This Quarterly Report on Form 10-Q contains
certain forward-looking statements. The statements herein which are
not historical reflect our current expectations and projections
about the Company’s future results, performance, liquidity,
financial condition, prospects and opportunities and are based upon
information currently available to us and our management and our
interpretation of what we believe to be significant factors
affecting our business, including many assumptions about future
events. Such forward-looking statements include statements
regarding, among other things:
|
·
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our ability to produce, market and generate
sales of our products and services;
|
|
|
|
|
·
|
our ability to develop and/or introduce new
products and services;
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|
|
|
·
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our projected future sales, profitability
and other financial metrics;
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|
|
|
|
·
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our future financing plans;
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|
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·
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our anticipated needs for working
capital;
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·
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the anticipated trends in our industry;
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|
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|
·
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our ability to expand our sales and
marketing capability;
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|
·
|
acquisitions of other companies or assets
that we might undertake in the future;
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|
|
|
|
·
|
competition existing today or that will
likely arise in the future; and
|
|
|
|
|
·
|
other factors discussed elsewhere
herein.
|
Forward-looking statements,
which involve assumptions and describe our future plans,
strategies, and expectations, are generally identifiable by use of
the words “may,” “should,” “will,” “plan,” “could,” “target,”
“contemplate,” “predict,” “potential,” “continue,” “expect,”
“anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project”
or the negative of these words or other variations on these or
similar words. Actual results, performance, liquidity, financial
condition and results of operations, prospects and opportunities
could differ materially from those expressed in, or implied by,
these forward-looking statements as a result of various risks,
uncertainties and other factors, including the ability to raise
sufficient capital to continue the Company’s operations. These
statements may be found under Part I, Item 2-“Management’s
Discussion and Analysis of Financial Condition and Results of
Operations,” as well as elsewhere in this Quarterly Report on Form
10-Q generally. Actual events or results may differ materially from
those discussed in forward-looking statements as a result of
various factors, including, without limitation, matters described
in this Quarterly Report on Form 10-Q.
In light of these risks and uncertainties,
there can be no assurance that the forward-looking statements
contained in this Quarterly Report on Form 10-Q will in fact
occur.
Potential investors should not place undue
reliance on any forward-looking statements. Except as expressly
required by the federal securities laws, there is no undertaking to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events, changed
circumstances or any other reason.
The forward-looking statements in this
Quarterly Report on Form 10-Q represent our views as of the date of
this Quarterly Report on Form 10-Q. Such statements are presented
only as a guide about future possibilities and do not represent
assured events, and we anticipate that subsequent events and
developments will cause our views to change. You should, therefore,
not rely on these forward-looking statements as representing our
views as of any date after the date of this Quarterly Report on
Form 10-Q.
This Quarterly Report on Form 10-Q also
contains estimates and other statistical data prepared by
independent parties and by us relating to market size and growth
and other data about our industry. These estimates and data involve
a number of assumptions and limitations, and potential investors
are cautioned not to give undue weight to these estimates and data.
We have not independently verified the statistical and other
industry data generated by independent parties and contained in
this Quarterly Report on Form 10-Q. In addition, projections,
assumptions and estimates of our future performance and the future
performance of the industries in which we operate are necessarily
subject to a high degree of uncertainty and risk.
Potential investors should not make an
investment decision based solely on our projections, estimates or
expectations.
PART I.
FINANCIAL
INFORMATION
ITEM 1. FINANCIAL
STATEMENTS
China Senior Living Industry International
Holding Corporation
Unaudited
Condensed Consolidated Financial Statements
June 30, 2018
and December 31, 2017
(Stated in
U.S. Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of
Directors and Stockholders of
China Senior
Living Industry International Holding Corporation
Results of
Review of Financial Statements
We have reviewed
the accompanying condensed consolidated balance sheet of China
Senior Living Industry International Holding Corporation and its
subsidiaries (the Company) as of June 30, 2018, the related
condensed consolidated statements of operations and comprehensive
loss for the three and six months ended June 30, 2018 and 2017, and
the condensed consolidated statements of cash flows for the six
months ended June 30, 2018 and 2017, including the related notes
(collectively referred to as the “interim consolidated financial
statements”). Based on our reviews, we are not aware of any
material modifications that should be made to the accompanying
interim consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the
United States of America.
We have previously audited,
in accordance with the standards of the Public Company Accounting
Oversight Board (United States) (PCAOB), the consolidated balance
sheet of the Company as of December 31, 2017, and the related
statements of operations, comprehensive loss, changes in
shareholders’ equity and cash flows for the year then ended (not
presented herein), and in our report dated October 4, 2018, we
expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December
31, 2017 is fairly stated in all material respects in relation to
the consolidated financial statements from which it has been
derived.
The accompanying
consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note
16 to the consolidated financial statements, the Company had
incurred substantial accumulated deficit, which raises substantial
doubt about its ability to continue as a going concern.
Management’s plan in regards to these matters are described in Note
16. These consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
Basis for
Review Results
These interim
consolidated financial statements are the responsibility of the
Company’s management. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to
the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB. We conducted our review in accordance
with the standards of the PCAOB. A review of interim financial
information consists principally of applying analytical procedures
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit
conducted in accordance with the standards of the PCAOB, the
objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not
express such an opinion.
WWC, P.C.
Certified Public
Accountants
San Mateo,
CA
November 7, 2018

China Senior Living Industry International
Holding Corporation
Condensed Consolidated
Balance Sheets (Unaudited)
As of June 30, 2018 and
December 31, 2017
(Stated in U.S.
Dollars)
ASSETS
|
|
6/30/2018
|
|
|
12/31/2017
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$ |
80,276 |
|
|
$ |
24,962 |
|
Accounts
receivable – related party, net
|
|
|
1,221 |
|
|
|
2,936 |
|
Prepayments
|
|
|
43,963 |
|
|
|
- |
|
Related party
receivable
|
|
|
1,159,746 |
|
|
|
1,159,477 |
|
Total
current assets
|
|
|
1,285,206 |
|
|
|
1,187,375 |
|
Non-current asset
|
|
|
|
|
|
|
|
|
Intangible
asset, net
|
|
|
140 |
|
|
|
141 |
|
TOTAL ASSETS
|
|
$ |
1,285,346 |
|
|
$ |
1,187,516 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
Accrued and
other liabilities
|
|
$ |
81,424 |
|
|
$ |
158,199 |
|
Related party
advances
|
|
|
2,429 |
|
|
|
928 |
|
Related party
payable
|
|
|
484,219 |
|
|
|
378,390 |
|
TOTAL
LIABILITIES
|
|
$ |
568,072 |
|
|
$ |
537,517 |
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.001 par value; 10,000,000 shares authorized; 0 shares
issued and outstanding
|
|
$ |
- |
|
|
$ |
- |
|
Common stock,
$0.001 par value; 200,000,000 shares authorized, 56,560,007 shares
issued and outstanding as of June 30, 2018 and December 31, 2017,
respectively
|
|
|
56,560 |
|
|
|
56,560 |
|
Additional
paid in capital
|
|
|
1,083,474 |
|
|
|
1,083,474 |
|
Statutory
reserve
|
|
|
69,967 |
|
|
|
69,967 |
|
Accumulated
other comprehensive loss
|
|
|
(25,555 |
) |
|
|
(4,872 |
) |
Accumulated
deficit
|
|
|
(478,453 |
) |
|
|
(555,130 |
) |
Total
Stockholders’ equity
|
|
$ |
705,993 |
|
|
$ |
649,999 |
|
Noncontrolling interests
|
|
|
11,281 |
|
|
|
- |
|
Total
Equity
|
|
$ |
717,274 |
|
|
$ |
649,999 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
|
$ |
1,285,346 |
|
|
$ |
1,187,516 |
|
See Accompanying Notes to the
Financial Statements and Accountant’s Report
China Senior Living Industry International
Holding Corporation
Condensed Consolidated
Statements of Income and Comprehensive Income (Unaudited)
For the three and
six-month periods ended June 30, 2018 and 2017
(Stated in U.S.
Dollars)
|
|
For the three months
ended
|
|
|
For the six months
ended
|
|
|
|
6/30/2018
|
|
|
6/30/2017
|
|
|
6/30/2018
|
|
|
6/30/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues – related party
|
|
$ |
169,618 |
|
|
$ |
116,509 |
|
|
$ |
338,972 |
|
|
$ |
234,906 |
|
Cost of revenues
|
|
|
103,804 |
|
|
|
77,972 |
|
|
|
220,822 |
|
|
|
156,144 |
|
Gross
profit
|
|
|
65,814 |
|
|
|
38,537 |
|
|
|
118,150 |
|
|
|
78,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
expenses
|
|
|
52,298 |
|
|
|
28,477 |
|
|
|
66,053 |
|
|
|
32,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
13,516 |
|
|
|
10,060 |
|
|
|
52,097 |
|
|
|
46,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
27,354 |
|
|
|
- |
|
|
|
27,354 |
|
|
|
- |
|
Interest
income
|
|
|
150 |
|
|
|
1 |
|
|
|
151 |
|
|
|
3 |
|
Total other income
|
|
|
27,504 |
|
|
|
1 |
|
|
|
27,505 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before tax
|
|
|
41,020 |
|
|
|
10,061 |
|
|
|
79,602 |
|
|
|
46,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
41,020 |
|
|
$ |
10,061 |
|
|
$ |
79,602 |
|
|
$ |
46,181 |
|
Net loss attributable to
noncontrolling interests
|
|
|
(1,462 |
) |
|
|
- |
|
|
|
(1,462 |
) |
|
|
- |
|
Net income attributable
to ordinary shareholders
|
|
$ |
42,482 |
|
|
$ |
10,061 |
|
|
$ |
81,064 |
|
|
$ |
46,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive
income (loss) :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation (loss)/gain
|
|
|
(62,734 |
) |
|
|
16,640 |
|
|
|
(20,683 |
) |
|
|
23,680 |
|
Comprehensive
(loss)/income
|
|
$ |
(21,715 |
) |
|
$ |
26,701 |
|
|
$ |
58,919 |
|
|
$ |
69,861 |
|
Total comprehensive loss
attributable to noncontrolling interests
|
|
|
(2,177 |
) |
|
|
- |
|
|
|
(2,177 |
) |
|
|
- |
|
Total comprehensive loss
attributable to ordinary shareholders
|
|
$ |
(19,538 |
) |
|
$ |
26,701 |
|
|
$ |
61,096 |
|
|
$ |
69,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
Diluted
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of
Common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
56,560,007 |
|
|
|
56,560,007 |
|
|
|
56,560,007 |
|
|
|
56,560,007 |
|
Diluted
|
|
|
56,560,007 |
|
|
|
56,560,007 |
|
|
|
56,560,007 |
|
|
|
56,560,007 |
|
See Accompanying Notes to the
Financial Statements and Accountant’s Report
China Senior Living Industry International
Holding Corporation
Condensed Consolidated
Statements of Cash Flows (Unaudited)
For the six-month period
ended June 30, 2018 and 2017
(Stated in U.S.
Dollars)
|
|
6/30/2018
|
|
|
6/30/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating
activities
|
|
|
|
|
|
|
Net income
|
|
$ |
79,602 |
|
|
$ |
46,181 |
|
Gain on bargain purchase
|
|
|
(27,365 |
) |
|
|
- |
|
Increase in prepayments
|
|
|
(22,854 |
) |
|
|
|
|
Increase in
related party receivable
|
|
|
(19,068 |
) |
|
|
(54,219 |
) |
Decrease in
accrued liabilities
|
|
|
(76,342 |
) |
|
|
(1,973 |
) |
Increase/(decrease) in related party advances
|
|
|
1,577 |
|
|
|
(3,296 |
) |
Net cash
used in operating activities
|
|
|
(64,450 |
) |
|
|
(13,307 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
|
|
|
|
|
Paid
in capital
|
|
|
16,239 |
|
|
|
- |
|
Increase in
related party payable
|
|
|
106,161 |
|
|
|
30,547 |
|
Net cash
provided by financing activities
|
|
|
122,400 |
|
|
|
30,547 |
|
|
|
|
|
|
|
|
|
|
Net increase of cash and
cash equivalents
|
|
|
57,950 |
|
|
|
17,240 |
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency
translation on cash and cash equivalents
|
|
|
(2,636 |
) |
|
|
1,387 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents –
beginning of period
|
|
|
24,962 |
|
|
|
4,270 |
|
Cash and cash equivalents –
end of period
|
|
$ |
80,276 |
|
|
$ |
22,897 |
|
|
|
|
|
|
|
|
|
|
Supplementary cash flow
information:
|
|
|
|
|
|
|
|
|
Interest received
|
|
$ |
151 |
|
|
$ |
3 |
|
Interest paid
|
|
$ |
- |
|
|
$ |
- |
|
Income tax paid
|
|
$ |
- |
|
|
$ |
- |
|
See Accompanying Notes to the
Financial Statements and Accountant’s Report
China Senior Living Industry International
Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
1. ORGANIZATION, BASIS OF PRESENTATION, AND PRINCIPAL
ACTIVITIES
(a)
Organization history
China Senior
Living Industry International Holding Corporation (the “Company”),
formerly known as China Forestry, Inc., was incorporated under the
laws of the State of Nevada on January 13, 1986 under the name of
Patriot Investment Corporation. The Company engaged in the business
of plantation and sale of garden plants.
On July 15,
2010, the Company entered into a Share Exchange with Financial
International (Hong Kong) Holdings Co. Limited (“FIHK”).
From April 1,
2010 to May 20, 2011, FIHK had a series of contractual arrangements
with Hanzhong Hengtai Bio-Tech Limited (“Hengtai”), a company
organized and existing under the laws of the People’s Republic of
China that is engaged in the plantation and sale of garden plants
used for landscaping, including Chinese Yew, Aesculus, Dove Tree
and Dendrobium.
On May 20,
2011, FIHK exercised its rights under the Exclusive Option
Agreement to direct Xi’an Qi Ying Senior Living, Inc. (formerly
known as Xi’an Qi Ying Bio-Tech Limited), a company organized and
existing under the laws of the People’s Republic of China (“Qi
Ying”), the indirect wholly owned subsidiary of FIHK, to acquire
all of the equity capital of Hengtai. The Exclusive Option
Agreement was exercised in a manner that the shareholders of
Hengtai transferred all of their equity capital in Hengtai to Qi
Ying. At or about the same time, Spone Limited, a company organized
and existing under the laws of the Hong Kong SAR of the People’s
Republic of China (“Spone”), acquired all of the capital stock of
Qi Ying, so that it became a direct wholly owned subsidiary of
Spone. FIHK then acquired all of the capital stock of Spone, so
that it became a direct wholly owned subsidiary of FIHK. As a
result, Hengtai became an indirect wholly owned subsidiary of FIHK
and also accordingly became the indirect wholly owned subsidiary of
us.
On June 15,
2012, the Company effected a 1-for-10 reverse stock split of the
Company’s issued and outstanding shares of common stock. The par
value and number of authorized shares of the common stock remained
unchanged. All references to number of shares and per share amounts
included in these consolidated financial statements and the
accompanying notes have been adjusted to reflect the reverse stock
split retroactively.
On September 8,
2015, the Company changed its name from China Forestry, Inc. to
China Senor Living Industry International Holding Corporation.
On September 29, 2015, Qi Ying
entered into a set of VIE Agreements with Shaanxi Yifuge
Investments and Assets Co, Ltd (“YFG”) and YFG became the Company’s
affiliated operating company in China. As consideration for the
entry of the VIE agreement, the Company issued 33,600,000 shares of
common stock to Jingcao Wu, a director of the Company. As a result,
YFG became a variable interest entity (“VIE”) and was included in
the consolidated group.
China Senior Living
Industry International Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
On September
29, 2015, the Board of Director also approved the transfer of Qi
Ying’s equity ownership in Hengtai to Zhenheng Shao, Zhenzhong
Shao, and Yongli Yang.
As a result, we
ceased the business of plantation and sale of garden plants and
became engaged in senior living and senior care business through
YFG.
On December 31,
2015, YFG changed its name from Shaanxi Yifuge Investments and
Assets Co., Ltd to Shaanxi Jinjiangshan Senior Living Management
Co. Ltd (“JJS”).
On June 1, 2018, the Company
acquired a total of 70% of Shaanxi Jinjiangshan Health Technology
Development Co.Ltd (“Shaanxi Health Technology”)’s equity interest
by entering into two share purchase agreements with two individual
shareholders of Shaanxi Health Technology. In connection with the
transaction, the Company is committed to contribute 7,000,000RMB
(approximately US$1,008,965) to Shaanxi Health Technology, pursuant
to Shaanxi Health Technology’s shareholders resolution passed
unanimously on June 1, 2018. As of June 30, 2018, the Company has
contributed 145,500RMB (approximately US$20,972). In connection
with the acquisition, the Company recognized a one-time bargain
purchase gain of $27,365.
(b)
Basis of presentation
The Company’s
consolidated financial statements have been prepared in accordance
with generally accepted accounting principles in the United States
of America (“US GAAP”).
This basis of
accounting differs in certain material respects from that used for
the preparation of the books of account of the Company’s principal
subsidiaries, which are prepared in accordance with the accounting
principles and the relevant financial regulations applicable to
enterprises with limited liabilities established in the People’s
Republic of China (“PRC”) or in the accounting standards used in
the places of their domicile. The accompanying consolidated
financial statements reflect necessary adjustments not recorded in
the books of account of the Company’s subsidiaries to present them
in conformity with US GAAP.
(c)
Principal activities
The Company is
engaged in rendering management services to senior homes by
providing healthcare, medical staff, meal preparation, and general
care for the elderly in Xianyang City, Shaanxi Province, People’s
Republic of China.
2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
(a)
Method of Accounting
The Company
maintains its general ledger and journals with the accrual method
accounting for financial reporting purposes. The financial
statements and notes are representations of management. Accounting
policies adopted by the Company conform to generally accepted
accounting principles in the United States of America and have been
consistently applied in the presentation of financial statements,
which are compiled on the accrual basis of accounting.
(b)
Principles of consolidation
The
accompanying consolidated financial statements which include the
Company, its wholly owned subsidiaries, FIHK, Spone, Qi Ying, and
its variable interest entity, JJS, are compiled in accordance with
generally accepted accounting principles in the United States of
America. All significant inter-company accounts and transactions
have been eliminated in consolidation. In accordance with FASB ASC
810, Consolidation of Variable Interest Entities, variable interest
entities, or VIEs, are generally entity that lack sufficient equity
to finance their activities without additional financial support
from other parties or whose equity holders lack adequate decision
making ability. All VIEs with which the Company is involved must be
evaluated to determine the primary beneficiary of the risks and
rewards of the VIE. The primary beneficiary is required to
consolidate the VIE for financial reporting purposes. In connection
with the adoption of this ASC 810, the Company concludes that JJS
is a VIE and Qi Ying is the primary beneficiary. The financial
statements of JJS are then consolidated with Qi Ying’s financial
statements.
China Senior Living
Industry International Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
As of June 30,
2018, the detailed identities of the consolidating subsidiaries are
as follows:
|
|
Place of
|
|
Attributable
|
|
|
Registered
|
|
Name of Company
|
|
incorporation
|
|
equity interest
%
|
|
|
capital
|
|
Financial International (Hong Kong) Holdings
Company Limited
|
|
Hong Kong
|
|
|
100
|
%
|
|
|
HKD 10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Spone Limited
|
|
Hong Kong
|
|
|
100
|
%
|
|
|
HKD 1
|
|
|
|
|
|
|
|
|
|
|
|
|
Xi’an Qi Ying Senior Living,
Inc (“Qi Ying”)
|
|
PRC
|
|
|
100
|
%
|
|
|
RMB 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Shaanxi Jinjiangshan Senior
Living Management Co. Ltd (“JJS”)
|
|
PRC
|
|
|
Variable Interest Entity, with
Qi Ying as the primary beneficiary
|
|
|
|
RMB 3,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Shaanxi Jinjiangshan Health Technology
Development Co.Ltd (“Shaanxi Health Technology”)
|
|
PRC
|
|
|
70
|
%
|
|
|
RMB 10,000,000
|
|
(c)
Use of estimates
The preparation
of the financial statements in conformity with generally accepted
accounting principles in the United States of America 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.
(d)
Cash and cash equivalents
The Company considers all
highly liquid investments purchased with original maturities of
three months or less to be cash equivalents.
(e)
Accounts r eceivable
Accounts receivable are
recognized and carried at the original invoice amount less
allowance for any uncollectible amounts. An estimate for doubtful
accounts is made when collection of the full amount is no longer
probable. Bad debts are written off as incurred.
(f)
Revenue recognition
The Company
records revenue when persuasive evidence of an arrangement exists,
services have been rendered, the sales price to the customer is
fixed or determinable, and collectability is reasonably
assured.
The Company's
revenue consists of management services rendered to senior homes.
Service revenue is recognized when the service is performed.
China Senior Living
Industry International Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
(g)
Cost of revenue
The cost for
providing management services is comprised of direct labor wages
and purchasing cost of food for preparing meals for the
seniors.
(h)
General & administrative expenses
General and
administrative expenses include general overhead such as the office
rental and utilities.
(i)
Advertising
All advertising costs are
expensed as incurred. For the six-month period ended June 30, 2018
and 2017, there was no advertising costs incurred.
(j)
Income taxes
The Company
accounts for income tax using an asset and liability approach and
allows for recognition of deferred tax benefits in future years.
Under the asset and liability approach, deferred taxes are provided
for the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. A valuation
allowance is provided for deferred tax assets if it is more likely
than not these items will either expire before the Company is able
to realize their benefits, or that future realization is
uncertain.
The Company has
implemented ASC Topic 740, “Accounting for Income Taxes.” Income
tax liabilities computed according to the People’s Republic of
China (PRC) tax laws are provided for the tax effects of
transactions reported in the financial statements and consist of
taxes currently due plus deferred taxes related primarily to
differences between the basis of fixed assets and intangible assets
for financial and tax reporting. The deferred tax assets and
liabilities represent the future tax return consequences of those
differences, which will be either taxable or deductible when the
assets and liabilities are recovered or settled. Deferred taxes
also are recognized for operating losses that are available to
offset future income taxes. A valuation allowance is created to
evaluate deferred tax assets if it is more likely than not that
these items will either expire before the Company is able to
realize that tax benefit, or that future realization is
uncertain.
Effective January 1, 2008, the
PRC government implemented a new 25% tax rate across the board for
all enterprises regardless of whether domestic or foreign
enterprise without any tax holiday which is defined as "two-year
exemption followed by three-year half exemption" hitherto enjoyed
by tax payers. As a result of the new tax law of a standard 25% tax
rate, tax holidays terminated as of December 31, 2007. However, the
PRC government has established a set of transition rules to allow
enterprises that were already participating in tax holidays before
January 1, 2008, to continue enjoying the tax holidays until they
had been fully utilized.
In order to
encourage enterprises to operate senior homes, PRC tax law provides
a tax holiday by waiving the income tax for entities operating in
this industry. According to the Minfa (2015) No. 33 “Advice to
Encourage Private Capital to Participate in the Development of
Pension Services”, jointly issued by ten ministries which include
the Ministry of Civil Affairs and the Ministry of Finance of the
People’s Republic of China, the Company is entitled to benefit from
the sales tax exemption and business tax exemption policy. As such,
the Company is not subject to income tax as of June 30, 2018.
China Senior Living
Industry International Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
(k)
Stock-based compensation
We recognize
compensation expense for stock-based compensation in accordance
with ASC Topic 718. For employee stock-based awards, we calculate
the fair value of the award on the date of grant using the
Black-Scholes method for stock options and the quoted price of our
common stock. The expense is recognized over the service period for
awards expected to vest. For nonemployee stock-based awards, we
calculate the fair value of the award on the date of grant in the
same manner as employee awards. However, the awards are revalued at
the end of each reporting period and the pro rata compensation
expense is adjusted accordingly until such time the nonemployee
award is fully vested, at which time the total compensation
recognized to date equals the fair value of the stock-based award
as calculated on the measurement date, which is the date at which
the award recipient’s performance is complete. The estimation of
stock-based awards that will ultimately vest requires judgment, and
to the extent actual results or updated estimates differ from
original estimates, such amounts are recorded as a cumulative
adjustment in the period estimates are revised. We consider many
factors when estimating expected forfeitures, including types of
awards, employee class, and historical experience.
The
Black-Scholes option valuation model is used to estimate the fair
value of the warrants or options granted. The model includes
subjective input assumptions that can materially affect the fair
value estimates. The model was developed for use in estimating the
fair value of traded options or warrants. The expected volatility
is estimated based on the most recent historical period of time
equal to the weighted average life of the warrants or options
granted.
(l)
Earnings per share
Basic earnings
per share is computed on the basis of the weighted average number
of common stock outstanding during the period. Diluted earnings per
share is computed on the basis of the weighted average number of
common stock and common stock equivalents outstanding. Dilutive
securities having an anti-dilutive effect on diluted earnings per
share are excluded from the calculation.
Dilution is
computed by applying the treasury stock method for options and
warrants. Under this method, options and warrants are assumed to be
exercised at the beginning of the period (or at the time of
issuance, if later), and as if funds obtained thereby were used to
purchase common stock at the average market price during the
period.
(m)
Statutory reserves
Statutory
reserves are referring to the amount appropriated from the net
income in accordance with laws or regulations, which can be used to
recover losses and increase capital, as approved, and are to be
used to expand production or operations. The Company transferred $-
and $16,373 from retained earnings to statutory reserves for the
six-month period ended June 30, 2018 and for the year ended
December 31, 2017, respectively. PRC laws prescribe that an
enterprise operating at a profit, must appropriate, on an annual
basis, an amount equal to 10% of its profit. Such an appropriation
is necessary until the reserve reaches a maximum that is equal to
50% of the enterprise’s PRC registered capital. The amount is not
available for payment of dividends.
China Senior Living
Industry International Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
(n)
Foreign currency translation
The
accompanying financial statements are presented in United States
dollars. The functional currencies of the Company are the Renminbi
(RMB) and the Hong Kong Dollars (HKD). The financial statements are
translated into United States dollars from the functional
currencies at year-end exchange rates as to assets and liabilities
and average exchange rates as to revenues and expenses. Capital
accounts are translated at their historical exchange rates when the
capital transactions occurred.
|
|
6/30/2018
|
|
|
12/31/2017
|
|
|
6/30/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period end/Year end RMB:
|
|
|
6.6191 |
|
|
|
6.5064 |
|
|
|
6.7769 |
|
US$ exchange rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average period/yearly RMB:
|
|
|
6.3666
|
|
|
|
6.7570 |
|
|
|
6.8743 |
|
US$ exchange rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period end/Year end HKD:
|
|
|
7.8474 |
|
|
|
7.8144 |
|
|
|
7.8057 |
|
US$ exchange rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average period/yearly HKD:
|
|
|
7.8380 |
|
|
|
7.7925 |
|
|
|
7.7731 |
|
US$ exchange rate
|
|
|
|
|
|
|
|
|
|
|
|
|
The RMB is not
freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions. No
representation is made that the RMB amounts could have been, or
could be, converted into US Dollars at the rates used in
translation.
(o)
Financial Instruments
The Company’s
financial instruments, including cash and equivalents, accounts and
other receivables, accounts and other payables, accrued liabilities
and short-term debt, have carrying amounts that approximate their
fair values due to their short maturities. ASC Topic 820, “Fair
Value Measurements and Disclosures,” requires disclosure of the
fair value of financial instruments held by the Company. ASC Topic
825, “Financial Instruments,” defines fair value, and establishes a
three-level valuation hierarchy for disclosures of fair value
measurement that enhances disclosure requirements for fair value
measures. The carrying amounts reported in the consolidated balance
sheets for receivables and current liabilities each qualify as
financial instruments and are a reasonable estimate of their fair
values because of the short period of time between the origination
of such instruments and their expected realization and their
current market rate of interest. The three levels of valuation
hierarchy are defined as follows:
|
· |
Level 1 inputs to the valuation methodology are
quoted prices for identical assets or liabilities in active
markets. |
|
|
|
|
· |
Level 2 inputs to the valuation methodology
include quoted prices for similar assets and liabilities in active
markets, and inputs that are observable for the asset or liability,
either directly or indirectly, for substantially the full term of
the financial instrument. |
|
|
|
|
· |
Level 3 inputs to the valuation methodology are
unobservable and significant to the fair value measurement. |
China Senior Living
Industry International Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
The Company
analyzes all financial instruments with features of both
liabilities and equity under ASC 480, “Distinguishing Liabilities
from Equity,” and ASC 815.
As of June 30,
2018 and December 31, 2017, the Company did not identify any assets
and liabilities whose carrying amounts were required to be adjusted
in order to present them at fair value.
(p)
Commitments and contingencies
Liabilities for
loss contingencies arising from claims, assessments, litigation,
fines and penalties and other sources are recorded when it is
probable that a liability has been incurred and the amount of the
assessment can be reasonably estimated.
(q)
Comprehensive income
Comprehensive
income is defined to include all changes in equity except those
resulting from investments by owners and distributions to owners.
Among other disclosures, all items that are required to be
recognized under current accounting standards as components of
comprehensive income are required to be reported in a financial
statement that is presented with the same prominence as other
financial statements. The Company’s current component of other
comprehensive income includes the foreign currency translation
adjustment and unrealized gain or loss.
The Company
uses FASB ASC Topic 220, “Reporting Comprehensive Income”.
Comprehensive income is comprised of net income and all changes to
the statements of stockholders’ equity, except the changes in
paid-in capital and distributions to stockholders due to
investments by stockholders. Comprehensive income for the three and
six-month periods ended June 30, 2018 and 2017 included net income
and foreign currency translation adjustments.
(r)
Subsequent events
The Company
evaluated for subsequent events through the issuance date of the
Company’s financial statements.
(s)
Unaudited interim financial information
These unaudited
interim condensed consolidated financial statements have been
prepared in accordance with GAAP for interim financial reporting
and the rules and regulations of the Securities and Exchange
Commission that permit reduced disclosure for interim periods.
Therefore, certain information and footnote disclosures normally
included in financial statements prepared in accordance with GAAP
have been condensed or omitted. In the opinion of management, all
adjustments of a normal recurring nature necessary for a fair
presentation of the financial position, results of operations and
cash flows for the periods presented have been made. The results of
operations for the interim periods presented are not necessarily
indicative of the results to be expected for the year ending
December 31, 2018.
The
consolidated balance sheets and certain comparative information as
of December 31, 2017 are derived from the audited consolidated
financial statements and related notes for the year ended December
31, 2017 (“2017 Annual Financial Statements”), included in the
Company’s 2017 Annual Report on Form 10-K. These unaudited interim
condensed consolidated financial statements should be read in
conjunction with the 2017 Annual Financial Statements.
China Senior Living
Industry International Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
(t)
Recent accounting pronouncements
On February 25,
2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”, its new
standard on accounting for leases. ASU 2016-02 introduces a lessee
model that brings most leases on the balance sheet. The new
standard also aligns many of the underlying principles of the new
lessor model with those in ASC 606, the FASB’s new revenue
recognition standard (e.g., those related to evaluating when profit
can be recognized).
Furthermore,
the ASU addresses other concerns related to the current leases
model. For example, the ASU eliminates the requirement in current
U.S. GAAP for an entity to use bright-line tests in determining
lease classification. The standard also requires lessors to
increase the transparency of their exposure to changes in value of
their residual assets and how they manage that exposure. The new
model represents a wholesale change to lease accounting. As a
result, entities will face significant implementation challenges
during the transition period and beyond, such as those related
to:
|
· |
Applying judgment and estimating. |
|
|
|
|
· |
Managing the complexities of data collection,
storage, and maintenance. |
|
|
|
|
· |
Enhancing information technology systems to ensure
their ability to perform the calculations necessary for compliance
with reporting requirements. |
|
|
|
|
· |
Refining internal controls and other business
processes related to leases. |
|
|
|
|
·
|
Determining whether debt
covenants are likely to be affected and, if so, working with
lenders to avoid violations.
|
|
|
|
|
·
|
Addressing any income tax
implications.
|
The new
guidance will be effective for public business entities for annual
periods beginning after December 15, 2018 (e.g., calendar periods
beginning on January 1, 2019), and interim periods therein.
On March 17,
2016, the FASB issued ASU 2016-08 “Revenue from Contracts with
Customers (Topic 606): Principal versus Agent Considerations
(Reporting Revenue Gross versus Net)”, which amends the
principal-versus-agent implementation guidance and illustrations in
the Board’s new revenue standard (ASU 2014-09). The FASB issued the
ASU in response to concerns identified by stakeholders, including
those related to (1) determining the appropriate unit of account
under the revenue standard’s principal-versus-agent guidance and
(2) applying the indicators of whether an entity is a principal or
an agent in accordance with the revenue standard’s control
principle. Among other things, the ASU clarifies that an entity
should evaluate whether it is the principal or the agent for each
specified good or service promised in a contract with a customer.
As defined in the ASU, a specified good or service is “a distinct
good or service (or a distinct bundle of goods or services) to be
provided to the customer.” Therefore, for contracts involving more
than one specified good or service, the entity may be the principal
for one or more specified goods or services and the agent for
others.
The ASU has the
same effective date as the new revenue standard (as amended by the
one-year deferral and the early adoption provisions in ASU
2015-14). In addition, entities are required to adopt the ASU by
using the same transition method they used to adopt the new revenue
standard.
Unless
otherwise indicated, the Company is currently evaluating the impact
that the pronouncements will have on the Company’s consolidated
financial statements.
As of June 30,
2018, there are no other recently issued accounting standards not
yet adopted that would or could have a material effect on the
Company’s financial statements.
China Senior Living
Industry International Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
3. EARNINGS PER SHARE
|
|
6/30/2018
|
|
|
6/30/2017
|
|
Basic Earnings Per
Share:
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
Net income used in computing
basic earnings per share
|
|
$ |
81,064 |
|
|
$ |
46,181 |
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding
|
|
|
56,560,007 |
|
|
|
56,560,007 |
|
Basic earnings per
share:
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per
Share:
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net income used in computing
diluted Earnings per share
|
|
$ |
81,064 |
|
|
$ |
46,181 |
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding
|
|
|
56,560,007 |
|
|
|
56,560,007 |
|
Diluted earnings per
share
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
4 . ACCOUNTS RECEIVABLE
- RELATED PARTY
Accounts
receivable - related party consisted of the following as of June
30, 2018 and December 31, 2017:
|
|
6/30/2018
|
|
|
12/31/2017
|
|
Xianyang Yifuge Elderly Apartment Co., Ltd.
(“Xianyang”)
|
|
|
1,221 |
|
|
|
2,936 |
|
The balance
represents service fees earned that the Company has not collected
as of balance sheet date in connection with the services rendered
to Xianyang during the period. The balance of the receivable is
unsecured, interest-free and has no fixed terms of repayment. It is
neither past due nor impaired. Management believes that the amount
will be repaid in the next billing cycle, and, therefore, did not
provide any allowances for bad debts during the six-month period
ended June 30, 2018 and 2017. Xianyang is controlled by the
management of the Company.
China Senior Living
Industry International Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
5. PREPAYMENTS
Prepayments
consisted of the following as of June 30, 2018 and December 31,
2017:
|
|
6/30/2018
|
|
|
12/31/2017
|
|
Advances paid to service
provider
|
|
$ |
43,963 |
|
|
$ |
- |
|
In 2017,
Shaanxi Health Technology entered into a service agreement with a
software developer to develop an electronic platform. The
outstanding amount represents advances paid to the service
provider. The project is expected to be completed in 2018.
6 . RELATED PARTY
RECEIVABLES
Related party
receivables consisted of the following as of June 30, 2018 and
December 31, 2017:
|
|
6/30/2018
|
|
|
12/31/2017
|
|
Wu, Jingmeng
|
|
$ |
1,159,746
|
|
|
$ |
1,159,477 |
|
Related party
receivable represented the following:
Advances made
by the Company to Mr. Wu, Jingmeng. Mr. Wu is the deputy general
manager of the Company. The funds will be used by Mr. Wu to pay for
construction of a second senior home in Xianyang City, Shaanxi
Province. The Company will provide management services to this new
senior home after the construction is completed. The receivable had
no impact on earnings. The balance of related party receivables is
unsecured, interest-free and has no fixed terms of repayment. It is
neither past due nor impaired. Management believes the amounts are
recoverable.
7 . INTANGIBLE ASSETS, NET
Intangible assets consisted of
the following as of June 30, 2018 and December 31, 2017:
|
|
6/30/2018
|
|
|
12/31/2017
|
|
Software, at cost
|
|
$ |
348 |
|
|
$ |
353 |
|
Less accumulated amortization
|
|
|
(208 |
) |
|
|
(212 |
) |
|
|
$ |
140 |
|
|
$ |
141 |
|
Amortization expense was not charged for the six-month period ended
June 30, 2018 and 2017.
8 . ACCRUED AND OTHER
LIABLITIES
Accrued and other liabilities
consisted of the following as of June 30, 2018 and December 31,
2017:
|
|
6/30/2018
|
|
|
12/31/2017
|
|
Wages payable
|
|
$ |
23,424 |
|
|
$ |
22,566 |
|
Accrued professional and consulting fees
|
|
|
58,000 |
|
|
|
135,633 |
|
|
|
$ |
81,424 |
|
|
$ |
158,199 |
|
China Senior Living
Industry International Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
9
. RELATED PARTY
ADVANCES
Related party
advances consisted of the following as of June 30, 2018 and
December 31, 2017:
|
|
6/30/2018
|
|
|
12/31/2017
|
|
Xianyang Yifuge Elderly Apartment Co., Ltd.
(“Xianyang”)
|
|
$ |
2,429 |
|
|
$ |
928 |
|
Related party
advances represented advances received in connection with services
that have not yet been rendered to Xianyang but are expected to be
in the future. Xianyang is controlled by the management of the
Company.
10 . RELATED PARTY
PAYABLE
Related party
payable consisted of the following as of June 30, 2018 and December
31, 2017:
|
|
6/30/2018
|
|
|
12/31/2017
|
|
Liu, Shengli
|
|
$ |
210,178 |
|
|
$ |
210,178 |
|
Xianyang Yifuge Elderly Apartment Co., Ltd.
(“Xianyang”)
|
|
|
274,041 |
|
|
|
168,212 |
|
|
|
|
484,219 |
|
|
|
378,390 |
|
Mr. Liu,
Shengli is the former Chairman, President, and Director of the
company. Mr. Liu had paid some necessary overseas consulting and
advising fees, lawyer fees, and accounting fees on behalf of the
company. The loan is unsecured and have no fixed terms of
repayment, and are therefore deemed payable on demand.
Xianyang is
controlled by the management of the Company. Xianyang from time to
time paid some of the professional fees on behalf of the company.
The loan is unsecured and have no fixed terms of repayment, and are
therefore deemed payable on demand.
China Senior Living
Industry International Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
11 . LEASE
COMMITMENTS
On January 4,
2013, the Company entered into an operating lease agreement with a
related party leasing for office space located in Xianyang City,
Shaanxi Province. The lease expires on December 31, 2045. No
deposit is paid with this lease. As of June 30, 2018 and December
31, 2017, the Company had commitments for future minimum lease
payments under a non-cancelable operating lease as follows:
Period
|
|
6/30/2018
|
|
|
12/31/2017
|
|
Year 1
|
|
$ |
2,901 |
|
|
$ |
2,951 |
|
Year 2
|
|
|
2,901 |
|
|
|
2,951 |
|
Year 3
|
|
|
2,901 |
|
|
|
2,951 |
|
Year 4
|
|
|
2,901 |
|
|
|
2,951 |
|
Year 5
|
|
|
2,901 |
|
|
|
2,951 |
|
Thereafter
|
|
|
60,722 |
|
|
|
62,202 |
|
Total
|
|
$ |
75,227 |
|
|
$ |
76,957 |
|
Rental expenses for the
six-month period ended June 30, 2018 and 2017 were $1,522 and
$1,396, respectively. Rental expenses are recognized on a straight
line basis.
12. INCOME TAX
All of the
Company’s operations are in the PRC, and in accordance with the
relevant tax laws and regulations. The corporate income tax rate in
China is 25%.
In order to encourage
enterprises to operate senior homes, PRC tax law provides a tax
holiday by waiving the income tax for entities operating in this
industry. According to the Minfa (2015) No. 33 “Advice to Encourage
Private Capital to Participate in the Development of Pension
Services”, jointly issued by ten ministries which include the
Ministry of Civil Affairs and the Ministry of Finance of the
People’s Republic of China, the Company is entitled to benefit from
the sales tax exemption and business tax exemption policy. As such,
the Company was not subject to income tax as of June 30, 2018. As
of the date of this report, the Company does not expect that this
tax exemption policy will terminate in the near future.
The Company is
subject to US Federal tax laws. The Company has not recognized an
income tax benefit for its operating losses in the United States
because the Company does not expect to commence active operations
in the United States. The tax benefit for the periods presented is
offset by a valuation allowance established against deferred tax
assets arising from the net operating losses and other temporary
differences, the realization of which could not be considered more
likely than not. Deferred tax asset is calculated based on the
statutory average rate of 34%.
FIHK and Spone
are incorporated in Hong Kong and are subject to Hong Kong profits
tax at a tax rate of 16.5%. No provision for Hong Kong profits tax
has been made as FIHK and Spone had no taxable income during the
reporting period. The Company has not recognized an income tax
benefit for its operating losses in Hong Kong because the Company
does not expect to commence active operations in Hong Kong. The tax
benefit for the periods presented is offset by a valuation
allowance established against deferred tax assets arising from the
net operating losses and other temporary differences, the
realization of which could not be considered more likely than not.
Deferred tax asset is calculated based on the statutory average
rate of 16.5%.
China Senior Living
Industry International Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
The following
tables provide the reconciliation of the differences between the
statutory and effective tax expenses for the six-month period ended
June 30, 2018 and 2017:
|
|
6/30/2018
|
|
|
6/30/2017
|
|
Income attributed to PRC
operations
|
|
$ |
106,622 |
|
|
$ |
74,350 |
|
Loss attributed to US and HK
entities
|
|
|
(27,020 |
) |
|
|
(28,169 |
) |
Income/(loss) before tax
|
|
$ |
79,602 |
|
|
$ |
46,181 |
|
|
|
|
|
|
|
|
|
|
PRC Statutory Tax at 25%
Rate
|
|
|
26,655 |
|
|
|
11,545 |
|
Effect of tax exemption
granted
|
|
|
(26,655 |
) |
|
|
(11,545 |
) |
Income tax
|
|
|
- |
|
|
|
- |
|
Per Share
Effect of Tax Exemption
|
|
6/30/2018
|
|
|
6/30/2017
|
|
Effect of tax exemption granted
|
|
$ |
26,655
|
|
|
$ |
11,545 |
|
Weighted-Average Shares Outstanding
Basic
|
|
|
56,560,007 |
|
|
|
56,560,007 |
|
Per share effect
|
|
$ |
0.00 |
|
|
|
0.00 |
|
The difference
between the U.S. federal statutory income tax rate and the
Company’s effective tax rate was as follows for the periods ended
June 30, 2018 and 2017:
|
|
6/30/2018
|
|
|
6/30/2017
|
|
U.S. federal statutory income tax rate
|
|
|
34 |
% |
|
|
34 |
% |
Lower rates in PRC, net
|
|
|
(9
|
%)
|
|
|
(9
|
%)
|
Tax holiday for senior care industry
|
|
|
(25
|
%)
|
|
|
(25
|
%)
|
The Company’s effective tax rate
|
|
|
0 |
% |
|
|
0 |
% |
13. RELATED PARTY
TRANSACTION
For the
six-month period ended June 30, 2018 and 2017, the Company had one
client which represented 100% of the revenue. The client is a
related party. The related party is controlled by the management of
the Company:
|
|
For the six-month period
ended
|
|
|
|
6/30/2018
|
|
|
6/30/2017
|
|
Xianyang Yifuge Elderly Apartment Co., Ltd.
(“Xianyang”)
|
|
$ |
338,972 |
|
|
$ |
234,906 |
|
China Senior Living
Industry International Holding Corporation
Notes to Condensed
Consolidated Financial Statements (Unaudited)
June 30, 2018 and December
31, 2017
(Stated in U.S.
Dollars)
14. CONCENTRATIONS AND
RISKS
A.
Concentration
As of June 30,
2018, the Company had one client which represented 100% of the
revenue. The client is a related party. The related party is
controlled by the management of the Company.
As of June 30,
2018, the Company has a material balance due from a related party.
There is a concentration risk if the balance is not repaid and
would create a material impact in the Company’s financial position
and liquidity.
Cash deposits
with banks are held in financial institutions in China, which are
insured with deposit protection up to RMB500,000 (approximately
$75,539). Accordingly, the Company does not have a concentration of
credit risk related to bank deposits. The Company has not
experienced any losses in such accounts and believes it is not
exposed to significant credit risk.
B. Economic and
Political Risks
The Company’s
operations are mainly conducted in the PRC. Accordingly, the
Company’s business, financial condition, and results of operations
may be influenced by changes in the political, economic, and legal
environments in the PRC.
The Company’s
operations in the PRC are subject to special considerations and
significant risks not typically associated with companies in North
America and Western Europe. These include risks associated with,
among others, the political, economic and legal environment and
foreign currency exchange. The Company’s results may be adversely
affected by changes in the political and social conditions in the
PRC, and by changes in governmental policies with respect to laws
and regulations, anti-inflationary measures, currency conversion,
remittances abroad, and rates and methods of taxation, among other
things.
15. SEGMENT
INFORMATION
As of and for
the six-month period ended June 30, 2018 and 2017, all revenues of
the Company represented the provision of management services to
senior homes. No financial information by business segment is
presented. Furthermore, as all revenues are derived from the PRC,
no geographic information by geographical segment is presented.
16. GOING CONCERN
UNCERTAINTIES
These financial
statements have been prepared assuming that Company will continue
as a going concern, which contemplates the realization of assets
and the discharge of liabilities in the normal course of business
for the foreseeable future.
As of June 30,
2018, the Company had accumulated deficits of 478,453 due to
the substantial losses in operations in prior years, and a related
party owed a significant balance to the Company that has not been
repaid, which has limited the Company’s liquidity. Management’s
plan to support the Company in operations and to maintain its
business strategy is to raise funds through public and private
offerings and to rely on officers and directors to perform
essential functions with minimal compensation. If we do not raise
all of the money we need from public or private offerings, we will
have to find alternative sources, such as loans or advances from
our officers, directors or others. Such additional financing may
not become available on acceptable terms and there can be no
assurance that any additional financing that the Company does
obtain will be sufficient to meet its needs in the long term. Even
if the Company is able to obtain additional financing, it may
contain undue restrictions on our operations, in the case of debt
financing, or cause substantial dilution for our stockholders, in
the case of equity financing. If we require additional cash and
cannot raise it, we will either have to suspend operations or cease
business entirely.
The
accompanying financial statements do not include any adjustments
related to the recoverability and classification of assets or the
amounts and classifications of liabilities that might be necessary
should the Company be unable to continue as a going concern.
17. SUBSEQUENT
EVENTS
The Company has
evaluated subsequent events through the issuance of the
consolidated financial statements and no subsequent events were
identified that required adjustment to a disclosure in the
consolidated financial statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Except for the
historical information contained herein, the following discussion,
as well as other information in this report, contain
“forward-looking statements,” which are based on information we
have when those statements are made or management’s good faith
belief as of that time with respect to future events. 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.
Description of Business
The Company was incorporated
in Nevada on January 13, 1986. On September 29, 2015, the Company’s
indirectly wholly-owned subsidiary Xian Qi Ying Senior Living, Inc
(formerly known as Xi’an Qi Ying Bio-Tech Limited) (“Qi Ying”)
entered into a series of variable interest entity (“VIE”)
agreements with Shaanxi Yifuge Investments and Assets Co, Ltd
(“Yifuge”), according to which Yifuge became our affiliated
operating company in China. As consideration, we issued 33,600,000
shares of common stock to Jincao Wu, who was the control person and
owner of Yifuge and the Company’s current chief executive
officer.
On September 29, 2015, our
board of directors approved the transfer of Qi Ying’s equity
ownership in Hanzhong Hengtai Bio-Tech Limited (“Hengtai”) to three
individuals, Zhenheng Shao, Zhenguo Shao and Yongli Yang. Upon the
completion of this equity transfer, Hengtai was no longer our
indirectly wholly-owned subsidiary in China, and we ceased the
business of plantation and sale of garden plants through Hengtai
and became engaged in senior living and senior care business
through Yifuge.
On December 31, 2015, Yifuge changed its
name from Shaanxi Yifuge Investments and Assets Co., Ltd to Shaanxi
Jinjiangshan Senior Living Management Co, Ltd. On June 1, 2018, the
Company became a majority owner in a PRC corporation, Shaanxi
Jinjiangshan Health Technology Development Co., Ltd (“Shaanxi
Health Technology”).
We engage in the business of
operating a senior living facility in Xianyang City, a part of
Xi’an Metropolitan Area in Shaanxi Province, People’s Republic of
China (or “China” or “PRC”), with the ability to serve 200
residents. We offer our residents access to a full continuum of
services across all sectors of the senior living industry. We
generate our revenues from private customers, which limits our
exposure to government reimbursement risk. We believe we operate in
the attractive sectors of the senior living industry in China which
offers significant opportunities to the Company to increase our its
revenues through providing a combination of housing, hospitality
services and health care services.
We plan to grow our revenue
and operating income through a combination of: (i) organic growth
(ii) acquisitions of additional operating companies and facilities;
and (iii) the realization of economies of scale. Once we generate
sufficient cash flow from our operations or attract additional
investors, we intend to invest in a broad spectrum of assets in the
senior living industry.
We believe that the senior
living industry is the preferred alternative to meet the growing
demand for a cost-effective residential setting in which to care
for the elderly who cannot, or as a lifestyle choice choose not to,
live independently due to physical or cognitive frailties and who
may, as a result, require assistance with some of the activities of
daily living or the availability of nursing or other medical care.
Housing alternatives for seniors include a broad spectrum of senior
living service and care options, including independent living,
assisted living, memory care and skilled nursing care. More
specifically, senior living consists of a combination of housing
and the availability of 24-hour a day personal support services and
assistance with certain activities of daily living.
Results of Operations
Three-month
Period Ended June 30, 2018 Compared
to Three-month Period Ended June 30,
2017
The
following table summarizes the results of our operations during
the three-month period ended June 30, 2018 and
2017, respectively and provides information regarding the
dollar and percentage increase or (decrease) from
the three-month period ended June 30, 2018 compared to
the three-month period ended June 30, 2017.
(All amounts, other than
percentages, stated in U.S. dollars)
|
|
Three-month period
ended
June 30,
|
|
|
Increase/
(Decrease)
|
|
|
Increase/
(Decrease)
|
|
|
|
2018
|
|
|
2017
|
|
|
($)
|
|
|
(%)
|
|
Net revenues
|
|
|
169,618 |
|
|
|
116,509 |
|
|
|
53,109 |
|
|
|
46 |
% |
Cost of revenues
|
|
|
103,804 |
|
|
|
77,972 |
|
|
|
25,832 |
|
|
|
33 |
% |
Gross profit
|
|
|
65,814 |
|
|
|
38,537 |
|
|
|
27,277 |
|
|
|
71 |
% |
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing
expenses
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
General and administrative
expenses
|
|
|
52,298 |
|
|
|
28,477 |
|
|
|
23,821 |
|
|
|
84 |
% |
Operating income
|
|
|
13,516 |
|
|
|
10,060 |
|
|
|
3,456 |
|
|
|
34 |
% |
Net income
|
|
|
41,020 |
|
|
|
10,061 |
|
|
|
30,959 |
|
|
|
308 |
% |
Revenues
Net revenues . Our
net revenues for the three-month period ended June
30, 2018 amounted to $169,918, which represents an increase of
approximately $53,109, or 46%, from the three-month period
ended on June 30, 2017, in which our net revenues were
$116,509.
Cost of
Revenues. Our cost of revenues for the three-month
period ended June 30, 2018 amounted to $103,804,
which represents an increase of approximately $25,832,
or 33%, from the three-month period ended June
30, 2017, in which our cost of revenues was $77,972.
Gross Profit . Our
gross profit for the three-month period ended June
30, 2018 amounted to $65,814, which represents an increase of
approximately $27,277, or 71%, from the three-month
period ended on June 30, 2017, in which our gross profit
was $38,537.
Operating
Expenses
Selling Expenses
. There were no selling expenses incurred in 2018 and
2017.
General and
Administrative Expenses. We experienced an increase in
general and administrative expense of $23,821 from
$28,477 to $52,298 for the three-month
period ended June 30, 2018, compared to the same period
in 2017. The increase was mainly due to the increases in
professional fees incurred as compared to 2017.
Operating
Income
Operating
income increased by $3,456, or 34%, to operating income
of $13,516 in 2018 from operating income of $10,060 in 2017 as
a result of the increase of net revenues.
Income
Taxes
There were no income tax
expenses incurred in 2018 and 2017.
Net
Income
Net income increased
$30,959, or 308%, to net income of $41,020 in 2018 from net income
of $10,061 in 2017 as a result of the increases in net
revenues and a one-time recognition of bargain purchase gain.
Six-month
Period Ended June 30, 2018 Compared
to Six-month Period Ended June 30, 2017
The following table
summarizes the results of our operations during the six-month
period ended June 30, 2018 and
2017, respectively and provides information regarding the
dollar and percentage increase or (decrease) from
the six-month period ended June 30, 2018 compared to
the six-month period ended June 30, 2017.
(All amounts, other than
percentages, stated in U.S. dollars)
|
|
Six-month period
ended June 30,
|
|
|
Increase/
(Decrease)
|
|
|
Increase/
(Decrease)
|
|
|
|
2018
|
|
|
2017
|
|
|
($)
|
|
|
(%)
|
|
Net revenues
|
|
|
338,972 |
|
|
|
234,906 |
|
|
|
104,066 |
|
|
|
44 |
% |
Cost of revenues
|
|
|
220,822 |
|
|
|
156,144 |
|
|
|
64,678 |
|
|
|
41 |
% |
Gross profit
|
|
|
118,150 |
|
|
|
78,762 |
|
|
|
39,388 |
|
|
|
50 |
% |
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing
expenses
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
General and administrative
expenses
|
|
|
66,053 |
|
|
|
32,584 |
|
|
|
33,469 |
|
|
|
103 |
% |
Operating income
|
|
|
52,097 |
|
|
|
46,178 |
|
|
|
5,919 |
|
|
|
13 |
% |
Net income
|
|
|
79,602 |
|
|
|
46,181 |
|
|
|
33,421 |
|
|
|
72 |
% |
Revenues
Net revenues . Our
net revenues for the six-month period ended June 30,
2018 amounted to $338,972, which represents an increase of
approximately $104,066, or 44%, from the six-month period
ended on June 30, 2017, in which our net revenues were
$234,906.
Cost of
Revenues. Our cost of revenue for the six-month
period ended June 30, 2018 amounted to $220,822,
which represents an increase of approximately $64,678,
or 41%, from the six-month period ended June
30, 2017, in which our cost of revenue was $156,144.
Gross Profit . Our
gross profit for the six-month period ended June 30,
2018 amounted to $118,150, which represents an increase of
approximately $39,388, or 50%, from the six-month
period ended on June 30, 2017, in which our gross profit
was $78,762.
Operating
Expenses
Selling
Expenses. There were no selling expenses incurred in 2018
and 2017.
General and
Administrative Expenses. We experienced an increase in
general and administrative expense of $33,469 from
$32,584 to $66,053 for the six-month
period ended June 30, 2018, compared to the same period
in 2017. The increase was mainly due to the increases in
professional fees incurred as compared to 2017.
Operating
Income
Operating
income increased $5,919, or 13%, to operating income of
$52,097 in 2018 from operating income of $46,178 in 2017 as a
result of the increase of net revenue.
Income
Taxes
There were no income tax
expenses incurred in 2018 and 2017.
Net Income
Net income increased
$33,421, or 72%, to net income of $79,602 in 2018 from net income
of $46,181 in 2017 as a result of the increase of net revenue
and a one-time recognition of bargain purchase gain.
Liquidity and Capital
Resources General
As of June 30, 2018
and December 31, 2017, cash and cash equivalents were
$80,276 and $24,962, respectively.
Based upon our present
plans, we believe that cash on hand, cash flows from operations and
funds available under our bank facilities will be sufficient to
fund our capital needs for the next twelve months. However, if
available liquidity is not sufficient to meet our operating and
loan obligations as they come due, our plans include pursuing
alternative financing arrangements or reducing expenditures as
necessary to meet our cash requirements. There is no assurance
that we will be able to raise additional capital or reduce
discretionary spending to provide liquidity, if needed. Currently,
the capital markets for small capitalization companies are
difficult. Thus we cannot be sure of the availability or
terms of any alternative financing arrangements.
The following table provides
detailed information about our net cash flow for all financial
statement periods presented in this report.
|
|
For the six-month period
ended June 30 ,
|
|
(Stated in U.S.
dollars)
|
|
2018
|
|
|
2017
|
|
Net cash flows used in
operating activities
|
|
|
(64,450 |
) |
|
|
(13,307 |
) |
Net cash flows used in
investing activities
|
|
|
- |
|
|
|
- |
|
Net cash flows provided by
financing activities
|
|
|
122,400 |
|
|
|
30,547 |
|
Effect of foreign currency
translation on cash and cash equivalents
|
|
|
(2,636 |
) |
|
|
1,387 |
|
Operating
Activities
Net cash used in operating
activities for the six-month
period ended June 30, 2018 was $(64,450) and net
cash used in operating activities for the six-month
period ended June 30, 2017 was $(13,307).
Investing
Activity
There were no investing
activities in 2018 and 2017.
Financing
Activities
Net cash provided from
financing activities for the six-month
period ended June 30, 2018 was $122,400, and net
cash provided from financing activities for the six-month
period ended June 30, 2017 was $30,547. The increase is
primarily due to increases in funding provided by the related party
to support the Company’s operations.
Subsequent Events
The Company has evaluated
subsequent events through the issuance of the unaudited
consolidated condensed financial statements and no subsequent
events were identified that required adjustment to a disclosure in
the unaudited condensed consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
Not applicable to a smaller reporting
company.
ITEM 4. CONTROLS AND
PROCEDURES
Evaluation of Disclosure Controls and
Procedures
The Company maintains disclosure controls
and procedures as required under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), that are designed to ensure that information
required to be disclosed in the Company’s Exchange Act reports is
recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission’s rules
and forms, and that such information is accumulated and
communicated to the Company’s management, including its chief
executive officer and chief financial officer, as appropriate, to
allow timely decisions regarding required disclosure.
The Company’s management carried out an
evaluation, under the supervision and with the participation of the
Company’s chief executive officer and chief financial officer, of
the effectiveness of its disclosure controls and procedures. Based
on the foregoing, its chief executive officer and chief financial
officer concluded that the Company’s disclosure controls and
procedures were not effective as of June 30, 2018. The Company does
not have a chief financial officer that is familiar with the
accounting and reporting requirements of a U.S. publicly-listed
company, nor does it have a financial staff with accounting and
financial expertise in U.S. generally accepted accounting
principles (“US GAAP”) reporting. In addition, the Company does not
believe it has sufficient documentation concerning its existing
financial processes, risk assessment and internal controls. There
are also certain deficiencies in the design or operation of the
Company’s internal control over financial reporting that has
adversely affected its disclosure controls that may be considered
to be “material weaknesses.”
We plan to designate individuals responsible
for identifying reportable developments and to implement procedures
designed to remediate the material weakness by focusing additional
attention and resources on our internal accounting functions.
However, the material weakness will not be considered remediated
until the applicable remedial controls operate for a sufficient
period of time and management has concluded, through testing, that
these controls are operating effectively.
Changes in Internal Control over
Financial Reporting
There were no changes in the Company’s
internal control over financial reporting that occurred during the
period covered by this report that have materially affected, or are
reasonably likely to materially affect, the Company’s internal
control over financial reporting.
PART II
OTHER INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
From time to time, we may become involved in
various lawsuits and legal proceedings, which arise in the ordinary
course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm business. We are currently
not aware of any such legal proceedings or claims that will have,
individually or in the aggregate, a material adverse effect on our
business, financial condition or operating results.
ITEM 1A. RISK
FACTORS
Not applicable to a smaller reporting
company.
ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF
PROCEEDS.
None.
ITEM 3.
DEFAULT UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY
DISCLOSURE.
Not applicable.
ITEM 5. OTHER
INFORMATION.
On June 1, 2018, the Company acquired a
total of 70% of Shaanxi Health Technology’s outstanding shares by
entering into two share purchase agreements with two individual
shareholders of Shaanxi Health Technology. In connection with the
transaction, pursuant to a shareholders resolution passed
unanimously on June 1, 2018, the Company committed a capital
contribution to Shaanxi Health Technology, in the amount of
7,000,000RMB (approximately US$1,008,965), which will be paid in by
November 13, 2037.
ITEM 6. EXHIBITS
Exhibit No.
|
|
Description
|
|
|
|
3.1*
|
|
Articles of Incorporation of the Company (Incorporated by reference
from Exhibit 3 to Patriot Investment Corporation’s Form 10-SB12G
filed with the Commission on April 13, 1999)
|
3.2*
|
|
Bylaws of the Company (Incorporated by reference from Exhibit 3 to
Patriot Investment Corporation’s Form 10-SB12G filed with the
Commission on April 13, 1999)
|
3.3*
|
|
Amendment of Articles of Incorporation filed with the Nevada
Secretary of State on September 8, 2015 (Incorporated by reference
from Exhibit 3.3 to our annual report Form 10-K filed on May 15,
2017)
|
10.1*
|
|
Securities Issuance Agreement, dated September 29, 2015, by and
between Jincao Wu and the Registrant (1)
|
10.2*
|
|
Exclusive Business Cooperation and Management Agreement, dated
September 29, 2015, by and between Qi Ying
and Shaanxi Jinjiangshan (1)
|
10.3*
|
|
Exclusive Option Agreement, dated September 29, 2015, by and among
Qi Ying, Shaanxi Jinjiangshan,
and Shaanxi Jinjiangshan's shareholders, Jincao Wu and
Zhongyang Shang (1)
|
10.4*
|
|
Equity Interest Pledge Agreement, dated September 29, 2015 by and
among Qi Ying, Shaanxi Jinjiangshan,
and Shaanxi Jinjiangshan's shareholders, Jincao Wu and
Zhongyang Shang (1)
|
10.5*
|
|
Two Power of Attorney, dated September 29, 2015, between Jincao Wu
and Qi Ying, and Zhongyang Shang and Qi Ying, respectively
(1)
|
10.6*
|
|
Promissory Note Conversion Agreement, dated September 29, 2015,
between the Registrant and eight note holders (1)
|
10.7*
|
|
Entrustment Management Contract, dated December 01, 2015, between
Xianyang Yifuge Elderly Apartment Co., Ltd. and Shaanxi
Jinjiangshan Elderly Care Service Management Co., Ltd.
(incorporated by reference to Exhibit 10.6 to our Form 10-K filed
on October 5, 2018)
|
10.8**
|
|
Shaanxi Health
Technology Share Transfer Agreement, by and between Shaanxi
Jinjiangshan Senior Living Service Management Co., Ltd. and Wu
Yidian, dated June 1, 2018
|
10.9**
|
|
Shaanxi Health
Technology Share Transfer Agreement, by and between Shaanxi
Jinjiangshan Senior Living Service Management Co., Ltd. and Yang
Miao, dated June 1, 2018
|
10.10**
|
|
Shaanxi Health
Technology Shareholder’s Resolution passed on June 1, 2018
|
31.1**
|
|
Certification of
Chief Executive Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934
|
31.2**
|
|
Certification of
Chief Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934
|
32.1***
|
|
Certification of
Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
32.2***
|
|
Certification of
Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation
Linkbase Document
|
_________
* Previously filed
** Filed herewith
*** Furnished herewith
(1)
|
Incorporated by reference to
the Registrant's Form 8-K, filed on October 13, 2015.
|
SIGNATURES
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.
|
China Senior Living Industry
International Holding Corporation
|
|
|
|
|
Date: November 6, 2018
|
By:
|
/s/ Jincao Wu
|
|
|
|
Jincao Wu
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
/s/ Liping Cui
|
|
|
|
Liping Cui
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
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