Quarterly Report (10-q)

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, 2015

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 001-35821

 

US-DADI Fertilizer Industry International, Inc.

 

(Exact name of registrant as specified in its charter)

 

California		45-2725352
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

699 Serramonte Blvd., Ste. 212, Daly City, CA		94015
(Address of principal executive offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Copies of Communications to:

Harold P. Gewerter, Esq.

Harold P. Gewerter, Esq. Ltd.

1212 S. Casino Center

Las Vegas, NV 89104

[phone]

Fax [phone]

E-mail: [e-mail]

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.

 

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes □ No X

 

 

The number of shares of Common Stock, $0.001 par value, outstanding on August 8, 2015 was 98,365,000 shares.

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US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.

QUARTERLY PERIOD ENDED JUNE 30, 2015

 

Index to Report on Form 10-Q

 

 

 

			Page No.
		PART I - FINANCIAL INFORMATION
Item 1.		Financial Statements	3
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	13
Item 4T.		Controls and Procedures	14
		PART II - OTHER INFORMATION
Item 1.		Legal Proceedings	14
Item1A.		Risk Factors	14
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.		Defaults Upon Senior Securities	14
Item 4.		(Removed and Reserved)
Item 5.		Other Information	14
Item 6.		Exhibits	15
		Signature	16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

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PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.

 

UNAUDITED FINANCIAL STATEMENTS

June 30, 2015

 

Unaudited Condensed Balance Sheets as of June 30, 2015 and December 31, 2014		4
Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2014		5
Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014		6
Notes to Unaudited Financial Statements		7- 8

 

 

 

 

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US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.
Condensed Balance Sheet
(Unaudited)
		June 30, 2015				December 31, 2014
ASSETS
Current assets
Prepaid expenses		$	233,750			$	—
Total current assets			233,750				—
Total assets		$	233,750			$	—
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable		$	16,780			$	17,215
Related party loans			82,115				52,355
Total current liabilities			98,895				69,570
Stockholders' equity (deficit)
Common stock, no par value; 250,000,000 shares authorized; 98,365,000 and 54,365,000 issued and outstanding at June 30, 2015 and December 31, 2014			521,547				81,547
Accumulated deficit			(386,692	)			(151,117	)
Total stockholders' equity (deficit)			134,855				(69,570	)
Total liabilities and stockholders' equity (deficit)		$	233,750			$	—
See accompanying notes to unaudited financial statements.

 

 

 

 

 

 

 

 

 

 

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US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.
Condensed Statements of Operations (Unaudited)
		Three months ended June 30,								Six months ended June 30,
		2015				2014				2015				2014
Revenue		$	—			$	—			$	—			$	—
Operating expenses
General and administrative			117,202				8,144				235,575				16,284
Total operating expenses			117,202				8,144				235,575				16,284
Loss from operations			(117,202	)			(8,144	)			(235,575	)			(16,284	)
Other expense
Interest expense			—				—				—				—
Total other expense			—				—				—				—
Income tax			—				—				—				—
Net loss		$	(117,202	)		$	(8,144	)		$	(235,575	)		$	(16,284	)
Basic and diluted loss per common share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding			98,365,000				54,365,000				98,365,000				54,365,000
See accompanying notes to unaudited financial statements.

 

 

 

 

 

 

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US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.
Condensed Statements of Cash Flows (Unaudited)
Six months ended June 30,
		2015				2014
Cash flows from operating activities
Net loss		$	(235,575	)		$	(16,284	)
Adjustments to reconcile net loss to net cash used in operating activities
Common stock issued for services			220,000				—
Changes in operating assets and liabilities:
Prepaid expenses			(13,750	)			—
Accounts payable			(435	)			4,715
Net cash used in operating activities			(29,760	)			(11,569	)
Cash flows from investing activities			—				—
Cash flows from financing activities
Proceeds from related party loans			29,760				11,569
Net cash provided by financing activities			29,760				11,569
Net change in cash			—				—
Cash at beginning of period			—				—
Cash at end of period		$	—			$	—
Supplemental cash flow information
Cash paid for interest		$	—			$	—
Cash paid for income taxes		$	—			$	—
Supplemental disclosure of non-cash operating and financing activity:
Common stock issued for prepaid services		$	220,000			$	—
See accompanying notes to unaudited financial statements.

 

 

 

 

 

 

 

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US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.

Notes to Unaudited Financial Statements

June 30, 2015

 

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of June 30, 2015 and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 201 financial statements. The results of operations for the period ended June 30, 2015 are not necessarily indicative of the operating results for the full year.

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern

 

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

 

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915).   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

 

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US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.

Notes to Unaudited Financial Statements

June 30, 2015

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

During the six months ended June 30, 2015, the Company received loans from related parties totaling $29,760 to fund operations. The loans are non-interest bearing, due on demand and as such are included in current liabilities. There was $82,115 and $52,355 due to related parties as of June 30, 2015 and December 31, 2014, respectively.

 

NOTE 5 – COMMON STOCK ISSUANCES

 

On January 1, 2015, the Company entered into two separate consulting agreements whereby one consultant would receive 33,000,000 shares of no par value common stock and the other would receive 11,000,000 shares of no par value common stock in exchange for one year of services. The common shares were valued at a total of $440,000 or $0.01 per share.

 

There were 98,365,000 and 54,365,000 common shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively.

 

NOTE 6 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date of this filing and determined there are no events to disclose.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This Quarterly Report on Form 10-Q contains forward-looking statements and involves risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows, and business prospects. These statements include, among other things, statements regarding:

 

•	our ability to diversify our operations;
•	inability to raise additional financing for working capital;
•	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;
•	our ability to attract key personnel;
•	our ability to operate profitably;
•	our ability to generate sufficient funds to operate the US-DADI Fertilizer Industry International, Inc. operations, upon completion of our acquisition;
•	deterioration in general or regional economic conditions;
•	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
•	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
•	the inability of management to effectively implement our strategies and business plan;
•	inability to achieve future sales levels or other operating results;
•	the unavailability of funds for capital expenditures;
•	other risks and uncertainties detailed in this report;

 

 

as well as other statements regarding our future operations, financial condition and prospects, and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

References in the following discussion and throughout this quarterly report to “we”, “our”, “us”, “US-DADI”, “the Company”, and similar terms refer to US-DADI Fertilizer Industry International, Inc. unless otherwise expressly stated or the context otherwise requires.

 

 

OVERVIEW AND OUTLOOK

 

Background

 

US-DADI Fertilizer Industry International, Inc. is a development stage company incorporated in the State of California on August 11, 2010. Our stated business objective is a fertiziler-related products and equipment exporter. Since our inception on August 11, 2010 through June 30, 2015, we generated no revenues from that line of business.

 

According to the October 8, 2012, report in Harbin Tonghe County television, after Dadi Fertilizer Technology International (USA) Ltd. and Harbin HaiXin Biological Fertilizer Co., Ltd. reached an agreement, through the use of organic fertilizer from the cooperation projects of US Dadi Company, it had achieved great success in helping Tonghe County water rice cooperatives  to plant “Daohuaxiang #7.”  The success caused a big stir in Tonghe County.  According to the introduction of Chairman Liu Haitao of Dadi Fertilizer Technology International (USA) Ltd., the successful work of “seed transplant” owed thanks to the superb quality and performance of the company’s fertilizer products, therefore each co-op is required to use 800 tons of “Hai Lu Xin” organic fertilizer next year, the result is the cumulative increase sales will reach 10 million yuans or more.

 

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November 20, 2012, Harbin City TV news channels reported: Dadi Fertilizer Technology International (USA) Limited's "HaiXin water rice farmer cooperatives" collected a harvest on the organic water rice, the total output of 2,000 hectares was up to 16,700 tons, yielding 9% more than other plots, thanks to an antagonistic bio-organic fertilizer developed by the latest technology of Chinese Academy of Science, and produced by US Dadi Company.  The great harvest provided the most powerful protection to the supply of raw materials of "Ma Lang He" brand of organic rice.  The great harvest also will greatly stimulate next year’s fertilizer sales and the rapid expansion of water rice production base.

 

According to Harbin TV News Channels reports of two advanced cases on December 8, 2012 and December 9, 2012: Teng Yanhua, a farmer from Harbin Tonghe County Fulin Township Chalin Village, and Ba Zhanlong, another farmer from Tonghe County Xiangshun Town Xinglong Village, their 120 acres of paddy fields were applied “Hai Lu Xin” brand bio-organic fertilizer produced by US Dadi Fertilizer Company for three consecutive years, and their production had increased for three consecutive years. Two farmers have applied the fertilizer since 2010, the annual increase is more than 10%, and have significantly improved the quality of rice.  It is more gratifying that the land with application of bio- fertilizer, the organic matter in the soil is increased by 0.4%, and the expansion of populations of beneficial microbes in the soil is increased, the agricultural production of the ecological cycle begins to take shape. To this end, the county propaganda department instructed Tonghe County television stations to broadcast the news in "Tonghe News" and "Country Voice Playback".

 

According to the reports of Heilongjiang satellite television and Heilongjiang provincial government website, on January 17 & 18, 2013, Heilongjiang Governor Wang Xiankui , Deputy Governor Lv Weifeng , Harbin Mayor Song XiBin and other leaders visited Tonghe County, and conducted research on agricultural farming structure along the Songhua River, production development planning and construction of industrial projects.  In the modern agriculture demonstration area of Tonghe County Nong River Sun Valley, Governor Wang Xiankui and other leaders listened  to Haixin water rice planting cooperatives affiliated of US Dadi Fertilizer Company, on the experience of extracting Songhua River water to increase rice production, Wang Xiankui governor was very pleased of the report, and suggested to make the full use of resources along Sonhua River, to convert the resource advantages into economic advantages, optimizing planting structure, carrying water to expand rice production, forming large farmers' cooperative association , to expand the cultivation of new agricultural subject "cold field black soil, green and organic agricultural products,” and to establish a plan in 2013 to bear the tasks to expand the five millions and four hundred thousand acres of water rice fields.

 

On April 3, 2013, Chinese government network and CCTV "News Network" reported: In order to implement the 2013 central document #1, the State Council determined that Heilongjiang Province would be the first to conduct the modern agriculture advance reform pilot program.  The launch of this important policy will provide a golden opportunity of development for US Dadi Company, which is based in Heilongjiang to engage bio-organic fertilizer production and organic rice production.  Therefore the company will accomplish a great deal.

 

In February 2013, Chairman Liu Haitao of US Dadi Fertilizer Company and Mr. Li Jingtao, Manager of Bayer Company of Germany signed a contract to act as a regional sales agent in Tonghe area for some of Bayer agricultural products.  Bayer is the world's leading large enterprises, a world leader in agricultural product quality.  The cooperation can provide worldwide superior agricultural products to local farmers, and services to the development of local farmers.

 

The cooperation project team of Dadi Fertilizer Technology International (USA) Limited successfully developed a wonder drug to effectively eradicate river barnyardgrass, and it solved the long-lasting unsolved problem in the rice fields. According to the introduction of Chairman Liu Haitao, the company, after three consecutive years of field application and technical improvement, is actively planning trademark registrations and product patents applications. The products not only ensure the organic rice farm production and stable income of "Haixin water rice farmer cooperatives,” which is the affiliated agency of US Dadi Company, it also increases the quality of “Ma Lang He” brand organic rice, a product of Dadi Company, at the same time it brings the benefits to the majority of rice farmers.  Therefore, it is a good product which is beneficial to the company as well as to the others.

 

 

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Liu Haitao, Chairman of US Dadi Fertilizer Company, and Liu Zhaorong, Chairman of Harbin Hai Xin Biological Fertilizer Co., Ltd. arrived in Hong Kong on August 6, 2013. Under the arrangement of Liu Cheng Qingxin, President of American Sino-US New Rural Development Advocacy Association, both chairmen engaged in a wide range of communication and negotiation with Hong Kong World SMEs Trade Association on the issues such as how to improve production standards ( European standards ) of organic fertilizer produced by US Dadi Fertilizer Company,  fertilizer product sales, development and sales of green organic rice , Heilongjiang green non-genetically modified soybeans, crush-type technology to produce soybean oil (without adding any chemical substances ), and to enter the international markets. Hong Kong businessmen had made three suggestions toward US Dadi Fertilizer Company: First, hoping the produced fertilizer able to pass " European certification standards;” second, hoping to reduce the excessive heavy metals in fertilizers for the production of traditional Chinese medicine "Schisandra;” third, hoping to produce a lower nuclear leak contaminated soil fertilizer. After consulting with Mr. He Suicheng, who is from Shenyang Research Institute of Applie Ecology of Chinese Academy of Science, Liu Zhaorong of Harbin HaiXin Company gave satisfactory answers to Hong Kong businessmen: I. making fertilizer products as early as possible to meet EU standards in order to facilitate access for the products to international markets; II. with the Chinese Academy of Science's advanced technology, developing a product which can purifying, degrading, and reducing absorption of heavy metals by plants and nuclear elements of pollution. The talks achieved satisfactory results.

 

August 7, 2013, Hong Kong World SMEs and Trade Union news: To work together to promote and carry out in Hong Kong to establish Heilongjiang high-quality agricultural organic fertilizer sales base, and to promote organic fertilizer products produced by US Dadi Fertilizer Company in order to enter the international market, by mutual agreement , both parties in Hong Kong signed a cooperation framework agreement.  Following the spirit of honesty, long-term stability, gradual development, and the principle of mutual benefit, before the project was officially launched and implemented, both parties signed a specific trade cooperation contract.

 

 On August 10, 2013 , Chairman Liu Zhaorong of Harbin HaiXin Biological Fertilizer Co. Ltd., and Chairman  Liu Haitao of US Dadi Fertilizer Company, on their way back from Hong Kong, had made a special trip to Chinese Academy of Science Shenyang Institute of Applied Ecology, discussed research issues with the researcher He Suicheng, deputy director of the new fertilizer center, on the development of manufacturing organic fertilizer which can be decomposed, purifying heavy metals and some core elements of contaminated soil bio-organic fertilizer. Director He Suicheng pointed out that he can assist Harbin Haixin Biological Fertilizer Co. Ltd. to develop and produce the kind of organic fertilizer with special features, and hope that through the Hong Kong World SMEs Trade Association, this special function of bio-organic fertilizer can be recommended to Japan Fukushima nuclear leakage area in order to apply experiments.

 

On November 19, 2013, Hong Kong time, US-Dadi Fertilizer Industry International Inc. held a press conference in Hong Kong to announce that US-Dadi has gone public on OTCQB market. The press conference was well received by its audience. Attendees included representatives of partners of US-Dadi, namely, Harbin Haixin Biological Fertilizer Company Limited, Saturnus Agri-Tech US International Inc, World SME Trade Alliance Limited, and South China Securities Limited, as well as more than 50 investors.

 

Introduction by World SME Trade Alliance Limited, US-Dadi started to work with Saturnus Agri-Tech US International Inc. on the cooperation of US-Dadi with Harbin Haixin Biological Fertilizer Company Limited to develop the brand name “Haixin” and to market its bio-organic fertilizer products to South-East Asia. Recently, the cooperation had reached an initial sales agreement with clients in Surabaya, Indonesia.

 

Feb 19, 2014 -- US-Dadi Fertilizer Industry International Inc. has developed its South Asian organic fertilizer focus market in Indonesian Magetan Regency. The area is in populous East Java province, nearby city of Surabaya, with population of over 600,000.

 

In November of 2013, US-Dadi joined Southeast Asian Agricultural experts from Saturnus Agri-Tech US International Inc to visit an Indonesian farm cooperative in Surabaya. Indonesian farmers expressed strong interest in US-Dadi's products and proposal to increase local agricultural production. The company planed to ship out its newly developed organic fertilizer for local farmer to try out in February. Since then, the interest has spread to whole regency. US-Dadi decides to reinspect larger area of local farmland in March for the best result of soil improvement.

Going Concern

 

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The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. As of June 30, 2015 the Company had an accumulated deficit of $138,432. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

The Company is currently contemplating an offering of its equity or debt securities to finance continuing operations. There are no agreements or arrangements currently in place or under negotiation to obtain such financing, and there are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.

 

RESULTS OF OPERATIONS

 

During the three months ended June 30, 2015, we generated revenue of $0. During the three months ended June 30, 2014, we generated revenue of $0.

 

Operating expenses during the three months ended June 30, 2015 were $117,202 all of which consisted of general and administrative expenses such as accounting, professional and miscellaneous office expenditures. In comparison, operating expenses for the period ended June 30, 2014 were $8,144 all of which consisted of general and administrative expenses such as accounting, professional and miscellaneous office expenditures.

 

We have not been profitable from our inception in 2010 through June 30, 2015, and our accumulated deficit amounts to $386,692. There is significant uncertainty projecting future profitability due to our history of losses and lack of revenues. In our current state we have no recurring or guaranteed source of revenues and cannot predict when, if ever, we will become profitable. There is significant uncertainty projecting future profitability due to our minimal operating history and lack of guaranteed ongoing revenue streams.

 

Liquidity and Capital Resources

 

As of June 30, 2015, we had $0 in cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock and borrowings.

 

The following table sets forth a summary of our cash flows for the three months ended June 30, 2015 and the period ending June 30, 2014:

 

		Six Months Ended June 30, 2015				Six Months Ended June 30, 2014
Net cash used in operating activities		$	(29,760	)		$	(11,569	)
Net cash used in investing activities			-				-
Net cash provided by financing activities			29,760				11,569
Net increase (decrease) in Cash			-				-
Cash, beginning			-				-
Cash, ending		$	-			$	-

 

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Since inception, we have financed our cash flow requirements through issuance of common stock. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of listings or some form of advertising revenues. Additionally we anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.

 

We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our website, provide national and regional industry participants with an effective, efficient and accessible website on which to promote their products and services through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

 

Operating activities

 

Net cash used in operating activities was $11,569 for the period ended June 30, 2014, as compared to $29,760 used in operating activities for the period ended June 30, 2015. The decrease in net cash used in operating activities was primarily due to a decrease in professional fees.

 

 

Investing activities

 

Net cash used in investing activities was $0 for the period ended June 30, 2014, as compared to $0 used in investing activities for the same period in 2015.

 

Financing activities

 

Net cash provided by financing activities for the period ended June 30, 2014 was $11,569 as compared to $29,760 for the same period of 2015. The decrease of net cash provided by financing activities was mainly attributable to an offering of common stock for cash that did not result in as much cash as the precious period.

 

We believe that cash flow from operations will not meet our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require additional cash resources due to changed business conditions, implementation of our strategy to expand our sales and marketing initiatives, increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

 

Off-Balance Sheet Arrangements

 

We did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk

 

This item is not applicable as we are currently considered a smaller reporting company.

 

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Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

 

Our Principal Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on Effectiveness of Controls and Procedures

 

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not a party to any material legal proceedings.

 

Item 1A. Risk Factors

 

The risk factors listed in our 2014 Form 10-K on pages 5 to 10, filed with the Securities Exchange Commission on April 15, 2015, are hereby incorporated by reference.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Stock Issuances

 

None.

 

Issuer Purchases of Equity Securities

 

We did not repurchase any of our equity securities from the time of our inception through the period ended June 30, 2015.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 5. Other Information.

 

None.

 

14

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Item 6. Exhibits.

 

Exhibit No.		Description
31.1		Certification of Principal Executive Officer & Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certifications of Principal Executive Officer & Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase
*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

 

 

15

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.
Date: August 10, 2015		By:	/s/ Benedict Ling Yam
			Benedict Ling Yam
			Chief Executive Officer
			(Principal Executive Officer and duly authorized signatory)

 

 

 

 

 

 

 

 

 

 

 

 

16

 

Exhibit 31.1

CERTIFICATION

 

I, Benedict Ling Yam, certify that:

 

1.               I have reviewed this Quarterly Report on Form 10-Q of US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.;

 

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report;

 

4.               The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 5.            The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:August  14, 2015

 

 

/s/ Benedict Ling Yam
Benedict Ling Yam
Chief Executive Officer
(Principal Executive Officer)

 

Exhibit 31.2

 

CERTIFICATION

 

I, Mandy Fung-Yee, certify that:

 

1.               I have reviewed this Quarterly Report on Form 10-Q of US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.;

 

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report;

 

4.               The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d) - 15(f)) for the registrant and have:

 

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.               The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2015

 

 

/s/ Mandy Fung-Yee
Mandy Fung-Yee
Chief Financial Officer
(Principal Financial Officer)

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly Report on Form 10-Q for the period ended June 30, 2015 of US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC. (the “Company”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in such report.

 

Very truly yours,

 

 

/s/ Benedict Ling Yam
Benedict Ling Yam
Chief Executive Officer
/s/ Mandy Fung-Yee
Mandy Fung-Yee
Chief Financial Officer
Dated: August 14, 2015

 

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC. and will be furnished to the Securities and Exchange Commission or its staff upon request.