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Share Name | Share Symbol | Market | Type |
---|---|---|---|
China WuYi Mountain Ltd (CE) | USOTC:WUYI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.00 | 0.00 | 01:00:00 |
FORM 10-Q/A
Amendment No. 1
Nevada
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81-3433108
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(State or other jurisdiction
of
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(I.R.S. Employer Identification No.)
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Incorporation or organization)
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☒
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(Do not check if smaller reporting company)
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Emerging growth company
☐
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APPLICABLE ONLY TO CORPORATE ISSUERS:
As of February 25, 2019, there were 85,600,000 shares of common stock issued and outstanding.
Explanatory Note: The Balance sheet and the Statement of Stockholders’ Equity are amended to reflect the issuance of 20,000,000 common shares on May 2, 2018.
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Item 1. Financial Statements.
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F-1
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
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8
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
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10
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Item 4. Controls and Procedures.
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10
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PART II—OTHER INFORMATION
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Item 1. Legal Proceedings.
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11
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Item 1A. Risk Factors.
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11
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Item 2. Unregistered Sales of Securities and Use of Proceeds.
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11
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Item 3. Defaults Upon Senior Securities.
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11
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Item 4. Mine Safety Disclosures.
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11
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Item 5. Other Information.
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11
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Item 6. Exhibits.
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11
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Signatures.
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12
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CONDENSED BALANCE SHEETS
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F-1 |
CONDENSED STATEMENTS OF OPERATIONS
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F-2 |
CONDENSED STATEMENTS OF CASH FLOWS
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F-3 |
CONDENSESD NOTES TO FINANCIAL STATEMENTS
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F-4 |
Three months ended
May 31,
2018
(restated)
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Three months ended
May 31,
2017
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Nine months ended
May 31,
2018
(restated)
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Nine months ended
May 31,
2017
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|||||||||||||
REVENUE
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$
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-
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$
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-
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$
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-
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$
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-
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||||||||
EXPENSES
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||||||||||||||||
Office and general
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$
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19,189
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$
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3,401
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$
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25,092
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$
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7,643
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||||||||
Professional fees
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12,000
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3,850
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16,100
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12,950
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||||||||||||
TOTAL EXPENSES
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(31,189
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)
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(7,251
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)
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(41,192
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)
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(20,593
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)
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||||||||
OTHER INCOME
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||||||||||||||||
Other revenue
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-
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-
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2,500
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-
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||||||||||||
TOTAL OTHER INCOME
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-
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-
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2,500
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-
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||||||||||||
NET LOSS
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$
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(31,189
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)
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$
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(7,251
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)
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$
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(38,692
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)
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$
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(20,953
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)
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||||
BASIC NET LOSS PER COMMON SHARE
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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||||
WEIGHTED AVERAGE NUMBER OF BASIC COMMON SHARES OUTSTANDING
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72,121,739
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387,686,957
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67,797,802
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661,052,015
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Nine months ended
May 31,
2018
(restated)
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Nine months ended
May 31,
2017
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|||||||
OPERATING ACTIVITIES
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||||||||
Net loss for the period
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$
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(38,692
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)
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$
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(20,593
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||
Changes in operating assets and liabilities:
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||||||||
(Increase) in other receivable
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(1,573
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)
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-
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|||||
Increase (decrease) in accounts payables
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1,084
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399
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Increase (decrease) in other liability
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(2,500
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)
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2,500
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|||||
NET CASH USED IN OPERATING ACTIVITIES
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(41,681
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)
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(17,694
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)
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CASH FLOW FROM INVESTING ACTIVITIES
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-
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-
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CASH FLOW FROM FINANCING ACTIVITIES
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||||||||
Proceeds from sale of common stock |
100,000
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9,600
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Related party advances
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34,500
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2,816
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||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
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134,500
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12,416
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||||||
NET INCREASE (DECREASE) IN CASH
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92,819
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(5,278
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)
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|||||
CASH, BEGINNING
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4,211
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10,336
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||||||
CASH, ENDING
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$
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97,030
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$
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5,058
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Cash paid during the period for:
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||||||||
Interest
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$
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-
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$
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-
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Income taxes
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$
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-
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$
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-
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Related party debt forgiveness
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$
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5,501
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$
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-
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To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $65,221. As at May 31, 2018, the Company has working capital of $59,870. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of May 31, 2018 the Company has issued 800,000,000 founders shares at $0.0000125 per share for net proceeds of $10,000 to the Company and private placements of 25,600,000 common shares at $0.000375 per share for net proceeds of $9,600. On May 2, 2018, the Company entered into a subscription agreement with a China-based company, Grand Biotechnology Group Liaoning, (the authorized signor for Grand Biotechnology is a 4.9% shareholder of the Company), for the issuance of an aggregate of 20,000,000 shares of restricted common stock at $0.0075 per share for an aggregate purchase price of U.S.$150,000. On May 15, 2018 the Company had received $100,000 .These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.
The Company's capitalization is 200,000,000 common shares with a par value of $0.001 per share and 2,000,000 preferred shares with a par value of $0.001 per share.
On May 2, 2018, the Company entered into a subscription agreement with a China-based company, Grand Biotechnology Group Liaoning, (the authorized signor for Grand Biotechnology is a 4.9% shareholder of the Company), for the issuance of an aggregate of 20,000,000 shares of restricted common stock at $0.0075 per share for an aggregate purchase price of U.S.$150,000. On May 2, 2018, the Company issued 20,000,000 shares of restricted common stock. On May 15, 2018 the Company had received $100,000. As of May 31, 2018, $50,00 unpaid stock purchased amount are recorded as “ Subscription receivable “ under stockholders’ equity on the balance sheet.
As of May 31, 2018 the Company has not granted any stock options and has not recorded any stock-based compensation.
As of May 31, 2018, the Company issued 0 shares of preferred stock and 85,600,000 common shares are issued and outstanding.
On June 8, 2018, the Company report $10,000 to related party advance.
On January 22, 2019, Century Acquisition (Formerly WP Acquisition Company, LLC), a 25.12% shareholder, advanced the Company $6,000. The amounts due to the related party are unsecured and non- interest-bearing with no set terms of repayment.
.NOTE 7 – RESTATED FINANCIAL STATEMENTS
The Balance sheet and the Statement of Stockholders’ Equity are amended to reflect the issuance of 20,000,000 common shares on May 2, 2018.
The following summarized financial statements compare of the Company’s original and restated financial statements.
BALANCE SHEETS
STATEMENTS OF OPERATIONS
Three months ended May 31, 2018
(restated) |
Three months ended May 31, 2018
(original) |
Nine months ended May 31, 2018
(restated) |
Nine months ended May 31, 2018
(original) |
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REVENUE | $ | - | $ | - | $ | - | $ | - | |||||||||
EXPENSES | |||||||||||||||||
Office and general | $ | 19,189 | $ | 19,189 | $ | 25,092 | $ | 25,092 | |||||||||
Professional fees | 12,000 | 12,000 | 16,100 | 16,100 | |||||||||||||
TOTAL EXPENSES | (31,189 | (31,189 | ) | (41,192 | ) | (41,192 | ) | ||||||||||
Other Income | - | - | 2,500 | 2,500 | |||||||||||||
NET LOSS | $ | (31,189 | (31,189 | ) | $ | (38,692 | ) | $ | (38,692 | ) | |||||||
BASIC NET LOSS PER COMMON SHARE | $ | (0.00 | (0.00 | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
WEIGHTED AVERAGE NUMBER OF BASIC COMMON SHARES OUTSTANDING | 72,121,739 | 65,600,000 | 67,797,802 | 65,600,000 |
F-9 |
This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
On October 19, 2017 Mr. Lei Wang became its Chief Executive Officer, Chief Financial Officer and sole Director and Mr. Richard Rappaprt was appointed Secretary. In addition Mr. Baterina and Messrs. Flemming H.H. Hansen and Arthur T. Claravall submitted his resignations from all executive officer positions with the Company, including Chief Executive Officer and President effective October 19, 2017, and each submitted their resignation as a member of the Board. On January 18, 2018, Richard Rappaport submitted his resignation as Secretary of Kokos Group Inc. (the "Company"), effective immediately. On the same day, Ying Zhang was appointed Secretary, effective immediately.
On February 25, 2017 the Company entered into a Purchase Agreement to supply 69,300 private label Tetra Prisma 330ml packs of organic coconut water. The total purchase price is $55,410. The purchaser has made the initial non-refundable payment of $2,500. Other items on payment schedule include; an additional $2,500 non-refundable payment upon approval of private label artwork; $35,000 upon final order by purchaser; and $15,410 due on delivery and acceptance of product by purchaser. Product will be delivered to purchaser within 90 days of the Company receiving payments as per above schedule. On November 30, 2017 the client who entered into the Purchase Agreement has decided not to proceed with the purchase order. The new management agreed to the cancellation of the Agreement.
Capital Stock
The Company's capitalization is 200,000,000 common shares with a par value of $0.001 per share and 2,000,000 preferred shares with a par value of $0.001 per share.
On July 26, 2016 the Company issued 800,000,000 (pre-split-10,000,000) common shares at $0.0000125 ( pre-split $0.001) per share to the former sole director and President of the Company for cash proceeds of $10,000.
During March 2017 the Company received $9,600 in private placements for the purchase of 25,600,000 ( pre-split -320,000 common shares of the Company's stock at $0.000375 (pre-split $0.03) per share.
On April 6, 2017 the directors of the Company amended the Company's Articles of Incorporation to increase the authorized capital structure of the Corporation to include two million (2,000,000) shares of preferred stock, par value $0.001, and to retain the previously authorized two hundred million (200,000,000) shares of common stock, par value ($0.001).
On April 10, 2017, the founding shareholder of the Company returned 760,000,000 (9,500,000 pre-split) restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company. The shares were returned to treasury for $0.000000013 per share for a total consideration of $10 to the shareholder. Post-split our founding shareholder will have 40,000,000 shares of common stock of the Company.
On April 20, 2017, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 80 new common shares for 1 old common share. All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 80:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.
On May 2, 2018, the Company entered into a subscription agreement with a China-based company, Grand Biotechnology Group Liaoning, (the authorized signor for Grand Biotechnology is a 4.9% shareholder of the Company), for the issuance of an aggregate of 20,000,000 shares of restricted common stock at $0.0075 per share for an aggregate purchase price of U.S.$150,000. On May 2, 2018, the Company issued 20,000,000 shares of restricted common stock. On May 15, 2018 the Company had received $100,000. As of May 31, 2018, $50,000 unpaid stock purchased amount are recorded as “ Subscription receivable “ under stockholders’ equity on the balance sheet.
As of May 31, 2018 the Company has not granted any stock options and has not recorded any stock-based compensation.
As of May 31, 2018, the Company issued 0 shares of preferred stock and 85,600,000 common shares are issued and outstanding.
Off-balance sheet arrangements
Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
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•
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Establishing a formal review process of significant accounting transactions that includes participation of our principal executive officer, principal financial officer and corporate legal counsel.
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•
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Form an audit committee that will establish policies and procedures that will provide our Board of Directors with a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.
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On May 2, 2018, the Company entered into a subscription agreement with a China-based company, Grand Biotechnology Group Liaoning, (the authorized signor for Grand Biotechnology is a 4.9% shareholder of the Company), for the issuance of an aggregate of 20,000,000 shares of restricted common stock at $0.0075 per share for an aggregate purchase price of U.S.$150,000. On May 2, 2018, the Company issued 20,000,000 shares of restricted common stock. On May 15, 2018 the Company had received $100,000. As of May 31, 2018 $50,000 unpaid stock purchased amount are recorded as “ Subscription receivable “ under stockholders’ equity on the balance sheet.
3.1
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Amended Articles of Incorporation
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31.1
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Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
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31.2
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Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer
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32.1
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Section 1350 Certification of Chief Executive Officer
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32.2
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Section 1350 Certification of Chief Financial Officer **
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China WuYi Mountain, Ltd.
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Date: February
26, 2019
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By:/s/
Lei Wang
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Lei Wang
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President and Director
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Principal Executive Officer
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Principal Financial Officer
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Principal Accounting Officer
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1 Year China WuYi Mountain (CE) Chart |
1 Month China WuYi Mountain (CE) Chart |
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