UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended April 30, 2022
or
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934
For
the transition period from __________ to ____________
Commission
file number: 000-30432
Liaoning
Shuiyun Qinghe Rice Industry Co., Ltd.
(formerly known as Evergreen International Corp.)
(Exact
name of registrant as specified in its charter)
| Delaware | | 22-2335094 |
| (State or Other Jurisdiction of | | (I.R.S. Employer |
| Incorporation or Organization) | | Identification No.) |
No.3205-3209, South Building, No.3, Intelligence Industrial Park, No.39 Hulan West Road, Baoshan District, Shanghai, China | | N/A |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s
telephone number, including area code: +86-135-8568-1065
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12 (g) of the Act:
Common
Stock, par value $0.001 per share
(Title
of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and
will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by
reference into Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or 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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| Common Stock | | Outstanding at July 15, 2022 |
| Common Stock, $.001 par value per share | | 7,350,540 shares |
The
aggregate market value of the 91,690 shares of Common Stock of the registrant held by non-affiliates on October 29, 2021, the last business
day of the registrant’s second quarter, computed by reference to the closing price reported by the Over-the-Counter Bulletin Board
on that date was approximately $28,000.
DOCUMENTS
INCORPORATED BY REFERENCE: None
TABLE OF CONTENTS
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING
STATEMENTS
This Annual Report on Form 10-K includes “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 that are not historical facts, and involve risks and uncertainties that could cause actual results to differ
materially from those expected and projected. All statements, other than statements of historical facts, included in this Form 10-K including,
without limitation, statements in the “Market Overview” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” regarding the Company’s market projections, financial position, business strategy and
the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or
may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and
growth of the Company’s business and operations; and other such matters are forward-looking statements. These statements are based
on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions
and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual
results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties,
including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and
pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.
These forward-looking statements can be identified
by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,”
“estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number
of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors
or its officers with respect to, among other things: (i) trends affecting the Company’s financial condition or results of operations
for its limited history; (ii) the Company’s business and growth strategies; and, (iii) the Company’s financing plans. Investors
are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties,
and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
Such factors that could adversely affect actual results and performance include, but are not limited to, the Company’s limited
operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and
competition.
Consequently, all of the forward-looking statements
made in this Form 10-K are qualified by these cautionary statements and there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects
on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
Unless otherwise indicated,
references to “we,” “us,” “our,” or “Company” mean Liaoning Shuiyun Qinghe Rice Industry
Co., Ltd. and references to “fiscal” mean the Company’s fiscal year ended April 30.
PART I
ITEM 1. BUSINESS
Overview
Liaoning Shuiyun Qinghe Rice Industry Co., Ltd.
(“Shuiyun Qinghe”, “we”, “our” or “the Company”) (formerly knowns as Arbor Entech Corporation
and Evergreen International Corp., respectively) 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.
On October 20, 2020, Jianguo Wei, our former 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 in the process of transferring the securities to SYEM. The transfer is expected to be completed in October 2022.
In connection with the sale of securities to
SYEM, Mr. Jianguo Wei resigned from all his positions with the Company, and Mr. He Baobing and Mr. Cui Weiming were appointed as the
Company’s Directors as well as 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
were completed in February 2021.
We are currently a “shell company”
with no meaningful assets or operations other than our efforts to identify and merge with an operating company. Our principal business
is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Based on proposed
business activities, we are a “blank check” company. We intend to comply with the periodic reporting requirements of the
Exchange Act for so long as it is subject to those requirements.
Our principal business objective for the next
12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate,
short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical
location and, thus, may acquire any type of business. We are in active discussions with an operating company for a potential business
combination. There is no assurance that we will be able to successfully consummate such an acquisition or that following such acquisition
we will be eligible to trade on a national securities exchange, or be quoted on the Over-the-Counter.
The analysis of new business opportunities will
be undertaken by or under the supervision of the Company’s officers. We have unrestricted flexibility in seeking, analyzing and
participating in potential business opportunities. In our efforts to analyze potential acquisition targets, we will consider the following
kinds of factors:
| ● | Potential
for growth, indicated by new technology, anticipated market expansion or new products; |
| ● | Competitive
position as compared to other firms of similar size and experience within the industry segment
as well as within the industry as a whole; |
| ● | Strength
and diversity of management, either in place or scheduled for recruitment; |
| ● | Capital
requirements and anticipated availability of required funds from the Registrant, from operations,
through the sale of additional securities, through joint ventures or similar arrangements
or from other sources; |
| ● | The
extent to which the business opportunity can be advanced; |
| ● | The
accessibility of required management expertise, personnel, raw materials, services, professional
assistance and other required items; and |
In applying the foregoing criteria, no one of
which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable
investigative measures and available data. Potentially available acquisition opportunities may occur in many different industries, and
at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. We may not discover or adequately evaluate adverse facts about the business to be acquired. In evaluating
a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack
of information that may be available regarding private companies, our limited personnel and financial resources.
We expect that our due diligence will encompass,
among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as
well as a review of financial and other information, which is made available to us. This due diligence review will be conducted either
by our management or by unaffiliated third parties we may engage. Our lack of funds and the lack of full-time management will likely
make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business
combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market
surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions
upon information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.
The time and costs required to select and evaluate
a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty.
Any costs incurred with respect to the indemnification and evaluation of a prospective business combination that is not ultimately completed
will result in a loss to us.
Additionally, we are in a highly competitive
market for a small number of business opportunities, which could reduce the likelihood of consummating a successful business combination.
A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers
and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood
of our identifying and consummating a successful business combination.
Our offices are located at No.3205-3209, South
Building, No.3, Intelligence Industrial Park, No.39 Hulan West Road, Baoshan District, Shanghai, China and our telephone number at such
address is + 86-135-8568-1065.
ITEM 1A. RISK FACTORS
Aa smaller reporting company, we are not required
to provide information pursuant to this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our offices are located at No.3205-3209, South
Building, No.3, Intelligence Industrial Park, No.39 Hulan West Road, Baoshan District, Shanghai, China. The premises are provided to
us free of charge by our executive officers.
ITEM 3. LEGAL PROCEEDINGS
To the knowledge of the Company, there is no
litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of
our property.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Shares of our common stock are quoted on the OTC
Pink under the symbol “SYQH”. As of July 14, 2022, the last closing price of our securities was $1.00, with little to no quoting
activity, and there were 7,350,540 common shares outstanding. There is no established public trading market for our securities and a regular
trading market may not develop, or if developed, may not be sustained.
The following table sets forth, for the fiscal
quarters indicated, the high and low closing prices for our common stock, as reported on the Pink Sheets. The following quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
| Quarterly period | |
High | | |
Low | |
| Fiscal year ended April 30, 2022: | |
| | | |
| | |
| Fourth Quarter | |
$ | 1.00 | | |
$ | 0.00 | |
| Third Quarter | |
$ | 0.31 | | |
$ | 0.31 | |
| Second Quarter | |
$ | 1.00 | | |
$ | 0.25 | |
| First Quarter | |
$ | 1.25 | | |
$ | 0.27 | |
| Fiscal year ended April 30, 2021: | |
| | | |
| | |
| Fourth Quarter | |
$ | 2.00 | | |
$ | 0.55 | |
| Third Quarter | |
$ | 1.20 | | |
$ | 0.51 | |
| Second Quarter | |
$ | 1.50 | | |
$ | 0.20 | |
| First Quarter | |
$ | 0.85 | | |
$ | 0.42 | |
Approximate Number of Holders of Common Stock
As of July 15, 2022, there were approximately
167 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee or “street
name”.
Dividends
Holders of our common stock are entitled to receive
such dividends as may be declared by our board of directors. We paid no dividends during the periods reported herein, nor do we anticipate
paying any dividends in the foreseeable future.
Equity Compensation Plan Information
None.
Recent Sales of Unregistered Securities
None.
Where You Can Find Additional Information
We are a reporting company and file annual, quarterly
and current reports, proxy statements and other information with the SEC. For further information with respect to the Company, you may
read and copy its reports, proxy statements and other information, at the SEC public reference rooms at 100 F. Street, N.E., Washington,
D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC
at 1-800-SEC-0330 for more information about the operation of the public reference rooms. The Company’s SEC filings are also available
at the SEC’s web site at http://www.sec.gov.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We are currently a “shell company”
with no meaningful assets or operations other than our efforts to identify and merge with an operating company.
Our principal business is to achieve long-term
growth potential through a combination with a business rather than immediate, short-term earnings. Based on proposed business activities,
we are a “blank check” company. We intend to comply with the periodic reporting requirements of the Exchange Act for so long
as it is subject to those requirements.
We are generally in discussions with an operating
business regarding potential acquisition or other business opportunities. There is no assurance that we will be able to successfully
acquire such company or any company in the near future.
Historical Background
Historically, we were 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. As discussed below in “Discontinued Operations,” on September 2, 2003, we discontinued our wood products business.
Discontinued Operations
On September 2, 2003, we terminated our business
relationship with Home Depot due to increased difficulties in transacting business with such company on a profitable basis. These difficulties
included Home Depot’s prohibition against price increases, despite increases in our costs of production, a diminution in the Home
Depot territories to which we were allowed to sell product, and Home Depot’s demands regarding returns of ordered products that
we were unwilling to accede to for economic reasons.
General
At present, we are seeking other business opportunities,
but we may not be able to identify any such opportunities, and even if we are able to identify other opportunities, we may not be able
to capitalize on them or they may not be profitable.
Critical Accounting Policies
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments
that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and
contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates
in the preparation of financial statements, including the following:
Income Taxes
We account for income taxes in accordance with
FASB ASC Topic 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets
and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of enactment.
FASB ASC Topic 740, Income Taxes, requires
us to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits
of the position. If the more-likely-than-not threshold is met, we must measure the tax position to determine the amount to recognize
in our financial statements. We performed a review of our material tax positions in accordance with recognition and measurement standards
established by ASC Topic 740 and concluded we had no unrecognized tax benefit that would affect the effective tax rate if recognized
for the fiscal years ended April 30, 2022 and 2021.
We include interest and penalties arising from
the underpayment of income taxes, if any, in our statements of operations in other general and administrative expenses. As of April 30,
2022 and 2021, we had no accrued interest or penalties related to uncertain tax positions.
Fair Value of Financial Instruments
The fair value of the
Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,”
approximates the carrying amounts represented in the accompanying financial statements, primarily due to their short-term nature.
Results of Operations
Since we discontinued our wood products business
in 2003, we have had no revenues, including during the years ended April 30, 2022 and 2021.
Year Ended April 30, 2022 Compared to the
Year Ended April 30, 2021
Operating Expenses. Our operating expenses
primarily consisted of fees and expenses related to complying with our ongoing SEC reporting requirements, which have consisted of accounting
fees and filing fees etc.
For the year ended April 30, 2022, total
operating expenses amounted to $71,309 as compared to $50,293 for the year ended April 30, 2021, an increase of $21,016 or 41.8%. The
increase was primarily due to an increase in accounting service charges.
Net Loss. During the years ended
April 30, 2022 and 2021, we had net loss of $71,309 and $50,293, respectively.
Liquidity and Capital Resources
At April 30, 2022, we
did not have any cash, while, we had liabilities of $138,513, and had a working capital deficit of $138,513. We expect to incur
continued losses during the fiscal year of 2023, possibly even longer.
For the years ended
April 30, 2022 and 2021, net cash used in operating activities amounted to $785 and $0, respectively. We expect to require working capital
of approximately $50,000 over the next 12 months to meet our financial obligations.
For the years ended
April 30, 2022 and 2021, non-cash used in investing and financing activities was $0 and $61,839, respectively. Non-cash investing and
financing activities for the year ended April 30, 2021, consisted of the conversion of related party payable to equity.
We are a shell company with no revenue generating
activities. We anticipate that our operating activities will generate negative net cash flows during the fiscal year of 2023. 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements begin on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Previous Independent Registered Public Accounting
Firm
On December 9, 2021 (the “Dismissal Date”),
the Company advised Friedman LLP (the “Former Auditor”) that it was dismissed as the Company’s independent
registered public accounting firm. The decision to dismiss the Former Auditor as the Company’s independent registered public accounting
firm was approved by the Company’s Board of Directors.
During the years ended April 30, 2021 and 2020
and through the Dismissal Date, the Company has not had any disagreements with the Former Auditor on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s
satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such
years.
Except as set forth below, during the years ended
April 30, 2021 and 2020 and through the Dismissal Date, the reports of the Former Auditor on the Company’s financial statements
did not contain any adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit
scope, or accounting principle, except that the report contained a paragraph stating there was substantial doubt about the Company’s
ability to continue as a going concern.
New Independent Registered Public Accounting
Firm
On December 9, 2021 (the “Engagement Date”),
the Company engaged Paris, Kreit & Chiu CPA LLP (“New Auditor”) as its independent registered public accounting firm
for the Company’s fiscal year ended April 30, 2022. The decision to engage the New Auditor as the Company’s independent registered
public accounting firm was approved by the Company’s Board of Directors.
During the two most recent fiscal years and through
the Engagement Date, the Company has not consulted with the New Auditor regarding either:
| ● | application
of accounting principles to any specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company’s financial statements,
and neither a written report was provided to the Company nor oral advice was provided that
the New Auditor concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or |
| ● | any
matter that was either the subject of a disagreement (as defined in Regulation S-K, Item
304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation
S-K, Item 304(a)(1)(v)). |
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based on an evaluation of the Company’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended),
as of April 30, 2022, the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal
financial and accounting officer, respectively) has concluded that the Company’s disclosure controls and procedures were not effective.
Limitations on the Effectiveness of Controls
A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the
inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance
of achieving its objectives.
Management’s Report on Internal Control
over Financial Reporting
The Company’s management is responsible
for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f).
Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Company’s financial statements for external reporting in accordance with U.S. GAAP. Internal control
over financial reporting includes policies and procedure that pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary
to permit preparation of our financial statements in accordance with U.S. GAAP; that our receipts and expenditures are being made only
in accordance with the authorization of the Company’s board of directors; and provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on
the Company’s financial statements.
An internal control system over financial reporting
has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide
only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting
process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, the risk.
Management, under the supervision and with the
participation of the Company’s Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s
internal control over financial reporting as of April 30, 2022. In making this assessment, management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013) in Internal Control Integrated Framework. Because of
the material weaknesses described in the following paragraphs, management believes that, as of April 30, 2022, the Company’s internal
control over financial reporting was not effective based on those criteria.
Material Weakness
Management identified two material weaknesses
in the design and operation of its internal controls: (i) the failure to retain sufficient qualified accounting personnel to prepare
financial statements in accordance with accounting principles generally accepted in the United States (including a qualified Chief Financial
Officer); and (ii) the Company’s accounting department personnel has limited knowledge and experience in U.S. GAAP.
To remediate the material weaknesses identified
in internal control over financial reporting, the Company intends to: (i) hire additional personnel with sufficient knowledge and experience
in U.S. GAAP; and (ii) provide ongoing training courses in U.S. GAAP to existing personnel, as sufficient capital permits. The Company
will continue to monitor and assess our remediation initiatives to ensure that the aforementioned material weaknesses are remediated.
Changes in Internal Control over Financial
Reporting
Subject to the foregoing disclosure, there have
not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal
quarter ended April 30, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.
Attestation Report of the Registered Public Accounting Firm
This Annual Report on Form 10-K does not include
an attestation report by our independent registered public accounting firm, regarding internal control over financial reporting. As a
smaller reporting company, our internal control over financial reporting was not subject to audit by our independent registered public
accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS.
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
Below are the names of and certain information
regarding our executive officers and directors as of the date hereof:
| Name |
|
Age |
|
Position |
| Baobing He |
|
56 |
|
Chief Executive Officer
and Director |
| Weiming Cui |
|
48 |
|
Chief Financial Officer,
Secretary and Director |
Baobing He, age 56, joined us as our Chief
Executive Officer and Director on October 20, 2020. Mr. He founded and has served as the Chief Executive Officer of Gongxian Coal Industry
Co. Ltd. since 2012. From 2000 to 2012, Mr. He served on the Board of Directors of Gongxian Fourth Coal Mine. Mr. He received his undergraduate
degree from Chengdu Arts and Sciences University in 1988. Mr. He brings to the Board his deep experience in business management in the
mining industry.
Weiming Cui, age 48, joined us as our
Chief Financial Officer, Secretary and Director on October 20, 2020. Mr. Cui has served as the Chief Financial Officer of Liaoning Shuiyun
Qinghe Rice Industry Co., Ltd. since 2012, a business that he founded. From 2007 to 2011, Mr. Cui was a project manager of Datang Huachang
Wind Energy Co., Ltd. Mr. Cui received his undergraduate degree from Liaoning Finance and Trade College in 1996. Mr. Cui brings to the
Board his deep experience in agriculture and energy.
There are no formal compensation agreements with
our directors and officers at this time.
Involvement in Certain Legal Proceedings
To the best of our knowledge, each of our directors
and executive officers has not, during the past ten years:
| ● | been
convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); |
| ● | had
any bankruptcy petition filed by or against the business or property of the person, or of
any partnership, corporation or business association of which he was a general partner or
executive officer, either at the time of the bankruptcy filing or within two years prior
to that time; |
| ● | been
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction or federal or state authority, permanently or temporarily
enjoining, barring, suspending or otherwise limiting, his involvement in any type of business,
securities, futures, commodities, investment, banking, savings and loan, or insurance activities,
or to be associated with persons engaged in any such activity; |
| ● | been
found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity
Futures Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended, or vacated; |
| ● | been
the subject of, or a party to, any federal or state judicial or administrative order, judgment,
decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement
of a civil proceeding among private litigants), relating to an alleged violation of any federal
or state securities or commodities law or regulation, any law or regulation respecting financial
institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent
cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity; or |
| ● | been
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended
or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange
Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act),
or any equivalent exchange, association, entity or organization that has disciplinary authority
over its members or persons associated with a member. |
Family Relationships
There are no family relationships among our directors
or executive officers.
Board Committees and Audit Committee Financial Expert
We do not currently have a standing audit, nominating
or compensation committee of the board of directors, or any committee performing similar functions. Our board of directors performs the
functions of audit, nominating and compensation committees. As of the date of this report, no member of our board of directors qualifies
as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities
Act. We do not believe it is necessary for our Board to appoint such committees because the volume of matters that come before our Board
for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making.
Additionally, because our Common Stock is not listed for trading or quotation on a national securities exchange, we are not required
to have such committees.
Role in Risk Oversight
Our Board is primarily responsible for overseeing
our risk management processes. Our Board receives and reviews periodic reports from management, auditors, legal counsel, and others,
as considered appropriate regarding our company’s assessment of risks. Our Board focuses on the most significant risks facing our
company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent
with the board’s appetite for risk.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act
of 1934 requires that our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities,
file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders
are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based solely on our review of the copies of the
forms received by us and written representations from certain reporting persons, we believe that, during the year ended April 30, 2022,
our executive officers, directors and greater-than-ten percent stockholders have not complied with Section 16(a) filing requirements.
Code of Ethics
We have not yet adopted a code of ethics that
applies to our principal executive officer, principal financial officer principal accounting officer or controller in light of our Company’s
current stage of development. We expect to adopt a code of ethics in the near future.
ITEM 11. EXECUTIVE
COMPENSATION
The following compensation discussion addresses
all compensation awarded to, earned by, or paid to the Company’s named executive officer. The Company’s officers and directors
have not received any cash or other compensation since they became the Company’s officers and directors. No compensation of any
nature has been paid for on account of services rendered by our directors in such capacity.
No retirement, pension, profit sharing, stock
option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.
There are no understandings or agreements regarding
compensation our management will receive after a business combination.
The Company does not have a standing compensation
committee or a committee performing similar functions, since the Board of Directors has determined not to compensate the officers and
directors until such time that the Company completes a reverse merger or business combination.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information
concerning the number of shares of our common stock owned beneficially as of July 15. 2022, by: (i) each person (including any group)
known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named
executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise
indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown except to the extent voting
power may be shared with a spouse. Unless otherwise indicated, the address for each director and executive officer listed is: c/o Liaoning
Shuiyun Qinghe Rice Industry Co., Ltd., No.3205-3209, South Building, No.3, Intelligence Industrial Park, No.39 Hulan West Road, Baoshan
District, Shanghai, China.
| Name of Beneficial Owner | |
Common
Stock
Beneficially
Owned | | |
Percentage of
Common
Stock (1) | |
| Baobing He* | |
| - | | |
| - | |
| Weiming Cui* | |
| - | | |
| - | |
| | |
| | | |
| | |
| All officers and directors as a group (2 persons) | |
| - | | |
| - | |
| | |
| | | |
| | |
| 5% or greater stockholder: | |
| | | |
| | |
| Tan Ying Lok (2) | |
| 7,258,850 | | |
| 98.75 | % |
| Total 5% or greater stockholder | |
| 7,258,850 | | |
| 98.75 | % |
| * | Officer and/or director of our company. |
| (1) | Beneficial ownership is determined in accordance with SEC rules
and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons
is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60
days of July 15, 2022. Applicable percentage ownership is based on 7,350,540 shares of common stock outstanding as of July 15, 2022,
and any shares that such person or persons has the right to acquire within 60 days of July 15, 2022, is deemed to be outstanding for
such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion
herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. |
| |
(2) |
Tan Ying Lok is in the process of transferring his securities to Shanghai Yuyue Enterprise Management Consulting Co., Ltd. pursuant to the terms of that certain Acquisition Agreement between the parties. The transfer is expected to be completed in October 2022. |
There are no current arrangements known to the
company, the operation of which may, at a subsequent date, result in a further change in control of the registrant.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons
In support of the Company’s nominal operation
and cash requirements, we rely on advances from related parties until when we can support our operations or attain adequate financing
through sales of our equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors,
or shareholders. The advances from related party represent the amounts paid by related party on behalf of the Company in satisfaction
of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
During the fiscal years ended April 30, 2022 and 2021, the Company’s
CEO, Baobing He, paid certain expenses on behalf of the Company. As of April 30, 2022 and 2021, the Company had payables to this
related party of $121,098 and $41,486, respectively.
The Company’s former CEO, Jianguo
Wei, forgave $61,839 in amount the Company owed to him in January 2021. The forgiveness was treated as a capital transaction and the
amount was recorded in additional paid-in capital.
We have not adopted policies or procedures for
approval of related person transactions but review them on a case-by-case basis. We believe that all related party transactions were
on terms at least as favorable as we would have secured in arm’s-length transactions with third parties. Except as set forth above,
we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent
or more of our common stock, or family members of such persons.
Director Independence
We have not adopted a standard of independence
nor do we have a policy with respect to independence requirements for our board members or that a majority of our board be comprised
of “independent directors.” We will review the independence standard established by the OTC Markets Group in the future.
Under Nasdaq Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee
of the corporation. Under such definition, our directors would not be considered independent directors.
Except as otherwise indicated herein, there have
been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 and
Item 407(a) of Regulation S-K.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Paris, Kreit & Chiu CPA LLP (“PKC”)
served as our independent auditors for the year ended April 30, 2022. Friedman LLP (“Friedman”) served as our independent
auditors for the year ended April 30, 2021.
Aggregate fees billed to the Company for professional
services rendered by PKC and Friedman, during the last two fiscal years were as follows:
| | |
Years Ended April 30, | |
| | |
2022 | | |
2021 | |
| Audit Fees | |
| | | |
| | |
| Friedman | |
$ | 8,000 | | |
$ | 23,800 | |
| PKC | |
| 12,000 | | |
| - | |
| Audit Related Fees | |
| | | |
| | |
| Friedman | |
| - | | |
| - | |
| PKC | |
| - | | |
| - | |
| Tax Fees | |
| | | |
| | |
| Friedman | |
| - | | |
| - | |
| PKC | |
| - | | |
| - | |
| All Other Fees | |
| | | |
| | |
| Friedman | |
| - | | |
| - | |
| PKC | |
| - | | |
| - | |
| Totals | |
| | | |
| | |
| Friedman | |
| 8,000 | | |
| 23,800 | |
| PKC | |
$ | 12,000 | | |
$ | - | |
AUDIT FEES. Consists of fees billed or billable
for professional services rendered for the audit of our annual financial statements, review of the Form 10-K, and review of the interim
financial statements included in quarterly reports, and services that are normally provided by our independent auditors in connection
with statutory and regulatory filings or engagements, including registration statements.
AUDIT-RELATED FEES. Consists of fees billed for
assurance and related services that are reasonably related to the performance of the audit and or review of our financial statements
and are not reported under “Audit Fees”, such as audits and reviews in connection with acquisitions.
TAX FEES. Consists of fees billed for professional
services for tax compliance, tax advice and tax planning.
ALL OTHER FEES. Consists of fees for products
and services other than the services reported above. There were no management consulting services provided in the years ended April 30,
2022 or 2021.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT
AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS
We currently do not have an audit committee.
However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant.
Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and
the principal accountant.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
The following documents are filed as part of this report:
Financial Statements are included in Part II, Item 8 of this report.
| (2) |
Financial Statement Schedules |
No financial statement schedules are included because such schedules
are not applicable, are not required, or because required information is included in the financial statements or notes thereto.
Exhibit
Number |
|
Description |
| 3.1 |
|
Articles of Incorporation, as amended1 |
| 3.2 |
|
By-Laws2 |
| 4.1 |
|
Form of Common Stock Certificate3 |
| 4.2 |
|
Description of Securities3 |
| 10.1 |
|
Call Option Agreement, dated June 22, 2018, by and between Tan Ying Lok and Jianguo Wei.3 |
| 10.2 |
|
Acquisition Agreement by and between Shanghai Yuyue Enterprise Management Consulting Co., Ltd. and Jianguo Wei, dated October 20, 20203 |
| 10.3 |
|
Authorization Letter of Tan Ying Lok, dated October 20, 20203 |
| 31.1 |
|
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. ** |
| 31.2 |
|
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. ** |
| 32.1 |
|
Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** |
| 32.2 |
|
Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** |
| 101.INS |
|
Inline XBRL Instance Document ** |
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document ** |
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase
Document ** |
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase
Document ** |
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document ** |
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase
Document ** |
| 104 |
|
Cover Page Interactive Data
File (formatted as Inline XBRL and contained in Exhibit 101) ** |
| (1) |
Incorporated by reference to the Company’s Report on Form 10-K filed with the Securities and Exchange Commission on July 24, 2018 |
| (2) |
Incorporated by reference to Amendment No.1 to the Company’s Registration Statement on Form 10-SB (SEC File No. 01-15207) filed with the Securities and Exchange Commission on or about August 2, 1999 |
| (3) |
Incorporated by reference to the Quarterly Report on Form 10Q filed with the Securities and Exchange Commission on January 28, 2021. |
| |
|
| ** |
Filed herewith. |
ITEM 16. FORM 10-K SUMMARY.
None.
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
Liaoning Shuiyun Qinghe Rice Industry Co., Ltd. |
| |
|
|
| Dated: July 15, 2022 |
By: |
/s/ Baobing He |
| |
Name: |
Baobing He |
| |
Title: |
Chief Executive Officer and Director
(Principal Executive Officer) |
| |
|
|
| Dated: July 15, 2022 |
By: |
/s/ Weiming Cui |
| |
Name: |
Weiming Cui |
| |
Title: |
Chief Financial Officer, Secretary and Director
(Principal Financial and Accounting Officer) |
In accordance with the Exchange Act, this report
has been signed below by the following persons on July 15, 2022, on behalf of the registrant and in the capacities indicated.
| Signature |
|
Title |
| |
|
|
| /s/ Baobing He |
|
Chief Executive Officer and Director |
| Baobing He |
|
(Principal Executive Officer) |
| |
|
|
| /s/ Weiming Cui |
|
Chief Financial Officer, Secretary and Director |
| Weiming Cui |
|
(Principal Financial Officer) |
LIAONING SHUIYUN QINGHE RICE INDUSTRY CO., LTD.
(FORMERLY KNOWN AS EVERGREEN INTERNATIONAL CORP.)
INDEX TO FINANCIAL STATEMENTS
April 30, 2022 and 2021
Report
of Independent Registered Public Accounting Firm
To
the Stockholders and the Board of Directors of
Liaoning
Shuiyun Qinghe Rice Industry Co., Ltd. (formerly known as Evergreen International Corp.)
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Liaoning Shuiyun Qinghe Rice Industry Co., Ltd. (formerly known as Evergreen International
Corp.) (the “Company”) as of April 30, 2022, and the related statement of operations, changes in stockholders’ deficit,
and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30,
2022, and the results of its operations and its cash flows for the year ended April 30, 2022, in conformity with accounting principles
generally accepted in the United States of America.
Going
Concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has no revenue and cash; and its working capital as of April 30, 2022, are not sufficient to complete
its planned activities for the upcoming year. These conditions raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty. If the Company is unable to successfully obtain the necessary
additional financial support as specified in Note 1, there could be a material adverse effect on the Company.
Basis
for Opinion
These
financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matters
Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
We
have served as the Company’s auditor since 2021.
/s/
Paris Kreit & Chiu CPA LLP
Paris,
Kreit & Chiu CPA LLP
New
York, NY
July
15, 2022
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Stockholders and the Board of Directors
of
Liaoning Shuiyun Qinghe Rice Industry Co., Ltd.
(formerly known as Evergreen International Corp.)
Opinion on the Financial Statements
We have audited the accompanying balance sheet
of Liaoning Shuiyun Qinghe Rice Industry Co., Ltd. (formerly known as Evergreen International Corp.) (the “Company”) as of
April 30, 2021, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year ended April
30, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of April 30, 2021, and the results of its operations
and its cash flows for the year ended April 30, 2021, in conformity with accounting principles generally accepted in the United States
of America.
Going Concern Matter
The accompanying financial statements have been
prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no
revenue, and its cash and working capital are not sufficient to complete its planned activities for the upcoming year. These conditions
raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters
are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. If
the Company is unable to successfully obtain the necessary additional financial support as specified in Note 1, there could be a material
adverse effect on the Company.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“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 audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provide a reasonable basis for our opinion.
/s/ Friedman LLP
We have served as the Company’s auditor
since 2018.
New York, New York
September 27, 2021
LIAONING SHUIYUN QINGHE RICE INDUSTRY CO., LTD.
(FORMERLY KNOWN AS EVERGREEN INTERNATIONAL CORP.)
BALANCE SHEETS
| | |
April 30, | |
| | |
2022 | | |
2021 | |
| ASSETS | |
| | |
| |
| CURRENT ASSETS: | |
| | |
| |
| Cash | |
$ | - | | |
$ | 785 | |
| | |
| | | |
| | |
| TOTAL CURRENT ASSETS | |
| - | | |
| 785 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | - | | |
$ | 785 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT LIABILITIES: | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 17,415 | | |
$ | 26,503 | |
| Accounts payable and accrued liabilities - related party | |
| 121,098 | | |
| 41,486 | |
| | |
| | | |
| | |
| TOTAL CURRENT LIABILITIES | |
| 138,513 | | |
| 67,989 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| STOCKHOLDERS’ DEFICIT: | |
| | | |
| | |
| Preferred stock ($.001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding) | |
| - | | |
| - | |
| Common stock ($.001 par value; 100,000,000 shares authorized; 7,350,540 shares issued and outstanding) | |
| 7,350 | | |
| 7,350 | |
| Additional paid-in capital | |
| 2,252,483 | | |
| 2,252,483 | |
| Accumulated deficit | |
| (2,398,346 | ) | |
| (2,327,037 | ) |
| | |
| | | |
| | |
| TOTAL STOCKHOLDERS’ DEFICIT | |
| (138,513 | ) | |
| (67,204 | ) |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
$ | - | | |
$ | 785 | |
The accompanying notes are an integral part of these financial statements.
LIAONING SHUIYUN QINGHE RICE INDUSTRY CO., LTD.
(FORMERLY KNOWN AS EVERGREEN INTERNATIONAL CORP.)
STATEMENTS OF OPERATIONS
| | |
For the Years Ended
April 30, | |
| | |
2022 | | |
2021 | |
| | |
| | |
| |
| Revenues | |
$ | - | | |
$ | - | |
| | |
| | | |
| | |
| Operating Expenses: | |
| | | |
| | |
| Accounting fees | |
| 44,263 | | |
| 25,179 | |
| Other general and administrative | |
| 27,046 | | |
| 25,114 | |
| | |
| | | |
| | |
| Total Operating Expenses | |
| 71,309 | | |
| 50,293 | |
| | |
| | | |
| | |
| Loss from Operations | |
| (71,309 | ) | |
| (50,293 | ) |
| | |
| | | |
| | |
| Net Loss | |
$ | (71,309 | ) | |
$ | (50,293 | ) |
| | |
| | | |
| | |
| Net loss per common share, basic and diluted | |
$ | (0.01 | ) | |
$ | (0.01 | ) |
| | |
| | | |
| | |
| Weighted average number of common shares outstanding: | |
| | | |
| | |
| Basic and diluted | |
| 7,350,540 | | |
| 7,350,540 | |
The accompanying notes are an integral part of these financial statements.
LIAONING SHUIYUN QINGHE RICE INDUSTRY CO., LTD.
(FORMERLY KNOWN AS EVERGREEN INTERNATIONAL CORP.)
STATEMENTS OF CHANGES IN STOCKHOLDERS’
DEFICIT
FOR THE YEARS ENDED APRIL 30, 2022 AND 2021
| | |
| | |
| | |
Additional | | |
| | |
Total | |
| | |
Common Stock | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance at April 30, 2020 | |
| 7,350,540 | | |
$ | 7,350 | | |
$ | 2,190,644 | | |
$ | (2,276,744 | ) | |
$ | (78,750 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Conversion of related party payable to equity | |
| - | | |
| - | | |
| 61,839 | | |
| - | | |
| 61,839 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss for the year ended April 30, 2021 | |
| - | | |
| - | | |
| - | | |
| (50,293 | ) | |
| (50,293 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at April 30, 2021 | |
| 7,350,540 | | |
| 7,350 | | |
| 2,252,483 | | |
| (2,327,037 | ) | |
| (67,204 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss for the year ended April 30, 2022 | |
| - | | |
| - | | |
| - | | |
| (71,309 | ) | |
| (71,309 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at April 30, 2022 | |
| 7,350,540 | | |
$ | 7,350 | | |
$ | 2,252,483 | | |
$ | (2,398,346 | ) | |
$ | (138,513 | ) |
The accompanying notes are an integral part of these financial statements.
LIAONING SHUIYUN QINGHE RICE INDUSTRY CO., LTD.
(FORMERLY KNOWN AS EVERGREEN INTERNATIONAL CORP.)
STATEMENTS OF CASH FLOWS
| | |
For the Years Ended
April 30, | |
| | |
2022 | | |
2021 | |
| | |
| | |
| |
| CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
| Net loss | |
$ | (71,309 | ) | |
$ | (50,293 | ) |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| (Decrease) increase in accounts payable and accrued liabilities | |
| (9,088 | ) | |
| 8,807 | |
| Increase in accounts payable and accrued liabilities - related party | |
| 79,612 | | |
| 41,486 | |
| | |
| | | |
| | |
| NET CASH USED IN OPERATING ACTIVITIES | |
| (785 | ) | |
| - | |
| | |
| | | |
| | |
| NET DECREASE IN CASH | |
| (785 | ) | |
| - | |
| | |
| | | |
| | |
| Cash, beginning of year | |
| 785 | | |
| 785 | |
| | |
| | | |
| | |
| Cash, end of year | |
$ | - | | |
$ | 785 | |
| | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
| Cash paid for interest | |
$ | - | | |
$ | - | |
| Cash paid for income tax | |
$ | - | | |
$ | - | |
| | |
| | | |
| | |
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
| Conversion of related party payable to equity | |
$ | - | | |
$ | 61,839 | |
The accompanying notes are an integral part of these financial statements.
LIAONING SHUIYUN QINGHE RICE INDUSTRY CO., LTD.
(FORMERLY KNOWN AS EVERGREEN INTERNATIONAL CORP.)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
Organization and Description of Business
Liaoning Shuiyun Qinghe Rice Industry Co., Ltd.
(“Shuiyun Qinghe”, “we”, “our” or “the Company”) (formerly knowns as Arbor Entech Corporation
and Evergreen International Corp., respectively) 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.
On October 20, 2020, Jianguo Wei, our former 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 in the process of transferring the securities to SYEM. The transfer is expected to be completed in October 2022.
In connection with the sale of securities to SYEM,
Mr. Jianguo Wei resigned from all his positions with the Company, and Mr. He Baobing and Mr. Cui Weiming were appointed as the Company’s
Directors as well as 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
were completed in February 2021.
Currently, the Company only possesses minimal
assets and liabilities with no substantial business operations. There were no revenue or positive cash flows for the years ended April
30, 2022 and 2021. 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 mainly
consist of accounting fees and filing fees etc. related to maintaining a public company.
Basis of Presentation
The accompanying financial statements for Liaoning
Shuiyun Qinghe Rice Industry Co., Ltd. have been prepared in accordance with accounting principles generally accepted In the United States
of America and in accordance with Regulation S-X promulgated by the Securities and Exchange Commission.
Cash and Cash Equivalents
The Company considers all highly liquid short-term
investments with a maturity of three months or less at time of purchase to be cash equivalents. There were no cash equivalents as of April
30, 2022 and 2021.
LIAONING SHUIYUN QINGHE RICE INDUSTRY CO., LTD.
(FORMERLY KNOWN AS EVERGREEN INTERNATIONAL CORP.)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
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 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 for the years ended April
30, 2022 and 2021.
Fair Value of Financial Instruments
The fair value of the
Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,”
approximates the carrying amounts represented in the accompanying financial statements, primarily due to their short-term nature.
Concentration of Credit Risk
There are no financial instruments that potentially
subject the Company to concentration of credit risk. The Company has not experienced losses and management believes the Company is not
exposed to significant credit risks.
Going Concern Risk
As reflected in the accompanying financial statements,
the Company had a working capital deficit of $138,513 at April 30, 2022 and has incurred recurring net loss and generated negative cash
flow from operating activities of $71,309 and $785 for the year ended April 30, 2022, respectively. 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 2 – RELATED PARTY TRANSACTIONS
The Company’s
former CEO, Jianguo Wei, forgave $61,839 in amount the Company owed to him in January
2021. The forgiveness was treated as a capital transaction and the amount was recorded in additional paid-in capital.
During the
fiscal years ended April 30, 2022 and 2021, the Company’s CEO, Baobing He, paid certain expenses on behalf of the Company.
As of April 30, 2022 and 2021, the Company had payables to him of $121,098 and $41,486, respectively.
NOTE 3 – INCOME TAXES
For income tax purposes, the Company has available
net operating loss carryforwards (“NOL”) at April 30, 2022 of approximately $704,000 expiring in various years from 2026 through
2043 to reduce state taxable income, if any. The Federal NOL generated will not expire due to NOLs having an indefinite life as enacted
in the 2017 Tax Cuts and Jobs Act.
LIAONING SHUIYUN QINGHE RICE INDUSTRY CO., LTD.
(FORMERLY KNOWN AS EVERGREEN INTERNATIONAL CORP.)
NOTES TO FINANCIAL STATEMENTS
NOTE 3 – INCOME TAXES (continued)
The Company’s component of deferred tax
assets as of April 30, 2022 and 2021 was as follows:
| | |
April 30,
2022 | | |
April 30,
2021 | |
| Deferred tax assets | |
| | |
| |
| Net operating loss carryforwards | |
$ | 218,000 | | |
$ | 196,000 | |
| Total deferred tax assets, gross | |
| 218,000 | | |
| 196,000 | |
| Valuation allowance | |
| (218,000 | ) | |
| (196,000 | ) |
| Total deferred tax assets, net | |
$ | - | | |
$ | - | |
| | |
| | | |
| | |
| Deferred tax liabilities | |
$ | - | | |
$ | - | |
| | |
| | | |
| | |
| Net deferred tax assets | |
$ | - | | |
$ | - | |
The Company has taken a 100% valuation allowance
against the deferred tax assets attributable to the NOL carry-forwards and other temporary differences due to the uncertainty of realizing
the future tax benefits.
The difference in the Federal Statutory Rate of
21% and the state rate of approximately 10% and the Company’s effective tax rate of 0% is due to a valuation allowance against the
deferred tax assets attributable to the net operating loss carryforwards for federal and state taxes.
NOTE 4 – RECENT ACCOUNTING PRONOUNCEMENTS
Management does not believe there would have been
a material effect on the accompanying financial statements had any recently issued, but not yet effective, accounting standards been adopted
in the current period.
NOTE 5 – SUBSEQUENT EVENTS
The
Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined
there are no additional events required to be disclosed.
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