British Virgin Islands | | |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
(Do not check if a smaller reporting company) | |
| | Page |
PART I FINANCIAL INFORMATION: | | |
| | |
Item 1. | Financial Statements. | 3 |
| | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 |
| | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 6 |
| | |
Item 4. | Controls and Procedures | 6 |
| | |
PART II OTHER INFORMATION: | | |
| | |
Item 1. | Legal Proceedings | 7 |
| | |
Item 1A. | Risk Factors | 7 |
| | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 7 |
| | |
Item 3. | Defaults Upon Senior Securities | 7 |
| | |
Item 4. | Mine Safety Disclosures | 7 |
| | |
Item 5. | Other Information | 7 |
| | |
Item 6. | Exhibits | 8 |
| | |
Signatures | 8 |
2 | ||
Item 1. | Financial Statements. |
3 | ||
Page | F-1 | Consolidated Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012 |
| | |
Page | F-2 | Unaudited Consolidated Statements of Operations for the Three Months Ended September 30, 2013 and 2012, for Nine Months Ended September 30, 2013 and 2012, and for the Period From January 31, 2011 (Inception) to September 30, 2013 |
| | |
Page | F-3 | Unaudited Consolidated Statement of Changes in Stockholders’ Deficiency for the Period From January 31, 2011 (Inception) to September 30, 2013 |
| | |
Page | F-4 | Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012, and for the Period From January 31, 2011 (Inception) to September 30, 2013 |
| | |
Page | F-5 F-10 | Notes to Consolidated Financial Statements (Unaudited) |
| | September 30, | | December 31, | | ||
| | 2013 | | 2012 | | ||
| | (Unaudited) | | | | ||
Assets | | | | | | | |
Current Assets | | | | | | | |
Cash | | $ | 607 | | $ | 679 | |
Total Assets | | $ | 607 | | $ | 679 | |
| | | | | | | |
Liabilities and Stockholders’ Deficiency | | | | | | | |
Current Liabilities | | | | | | | |
Accounts payable | | $ | 2,148 | | $ | - | |
Loan payables | | | 16,383 | | | 4,284 | |
Total Liabilities | | | 18,531 | | | 4,284 | |
| | | | | | | |
Stockholders’ Deficiency | | | | | | | |
Common stock ($0.001 par value, 80,000,000 shares authorized, 200,000 shares issued and outstanding on September 30, 2013 and December 31, 2012) | | | 200 | | | 200 | |
Deficit accumulated during the development stage | | | (18,128) | | | (3,809) | |
Accumulated other comprehensive income | | | 4 | | | 4 | |
Total Stockholders’ Deficiency | | | (17,924) | | | (3,605) | |
Total Liabilities and Stockholders’ Deficiency | | $ | 607 | | $ | 679 | |
F-1 | ||
| | For the Three Months Ended September 30, | | For the Nine Months Ended September 30, | | For the Period from January 31, 2011 | | |||||||||
| | 2013 | | 2012 | | 2013 | | 2012 | | (Inception) to September 30, 2013 | | |||||
| | | | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | | | | |
General and administrative | | $ | 12,647 | | $ | - | | $ | 14,319 | | $ | 1,929 | | $ | 18,128 | |
Total operating expenses | | | 12,647 | | | - | | | 14,319 | | | 1,929 | | | 18,128 | |
| | | | | | | | | | | | | | | | |
Loss from operations before income taxes | | | (12,647) | | | - | | | (14,319) | | | (1,929) | | | (18,128) | |
Provision for income taxes | | | - | | | - | | | - | | | - | | | - | |
Net loss | | $ | (12,647) | | $ | - | | $ | (14,319) | | $ | (1,929) | | $ | (18,128) | |
| | | | | | | | | | | | | | | | |
Comprehensive income: | | | | | | | | | | | | | | | | |
Net loss | | $ | (12,647) | | $ | - | | $ | (14,319) | | $ | (1,929) | | $ | (18,128) | |
Unrealized foreign currency translation adjustment | | | - | | | - | | | - | | | 1 | | | 4 | |
Comprehensive loss | | $ | (12,647) | | $ | - | | $ | (14,319) | | $ | (1,928) | | $ | (18,124) | |
| | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares | | | 200,000 | | | 200,000 | | | 200,000 | | | 200,000 | | | | |
Basic and diluted loss per share | | $ | (0.06) | | $ | - | | $ | (0.07) | | $ | (0.01) | | | | |
F-2 | ||
| | | | Deficit Accumulated | | Accumulated Other | | Total | | ||||||
| | Common Stock | | During the Development | | Comprehensive | | Stockholders' | | ||||||
| | Share | | Amount | | Stage | | Income | | Deficiency | | ||||
Common stock issued for services to founder ($0.001/share) | | 200,000 | | $ | 200 | | $ | - | | $ | - | | $ | 200 | |
Net loss for the year ended December 31, 2011 | | - | | | - | | | (1,880) | | | - | | | (1,880) | |
Unrealized foreign currency translation adjustment | | - | | | - | | | - | | | 3 | | | 3 | |
Balance, December 31, 2011 | | 200,000 | | | 200 | | | (1,880) | | | 3 | | | (1,677) | |
Net loss for the year ended December 31, 2012 | | - | | | - | | | (1,929) | | | - | | | (1,929) | |
Unrealized foreign currency translation adjustment | | - | | | - | | | - | | | 1 | | | 1 | |
Balance, December 31, 2012 | | 200,000 | | | 200 | | | (3,809) | | | 4 | | | (3,605) | |
Unrealized foreign currency translation adjustment | | - | | | - | | | - | | | - | | | - | |
Net loss for the nine months ended September 30, 2013 | | - | | | - | | | (14,319) | | | - | | | (14,319) | |
| | | | | | | | | | | | | | | |
Balance, September 30, 2013 | | 200,000 | | $ | 200 | | $ | (18,128) | | $ | 4 | | $ | (17,924) | |
F-3 | ||
| | For the Nine Months Ended September 30, | | For the Period from January 31, 2011 (Inception) | | |||||
| | 2013 | | 2012 | | to September 30, 2013 | | |||
| | | | | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | |
Net loss | | $ | (14,319) | | $ | (1,929) | | $ | (18,128) | |
Changes in operating assets and liabilities: | | | | | | | | | | |
Accounts payable | | | 2,148 | | | - | | | 2,148 | |
Net cash used in operating activities | | | (12,171) | | | (1,929) | | | (15,980) | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | |
Contribution of capital by principal stockholder | | | - | | | - | | | 200 | |
Proceeds from loan payable | | | 12,099 | | | 1,600 | | | 16,383 | |
Net cash provided by financing activities | | | 12,099 | | | 1,600 | | | 16,583 | |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | | | - | | | 1 | | | 4 | |
NET INCREASE (DECREASE) IN CASH | | | (72) | | | (328) | | | 607 | |
CASH, BEGINNING OF PERIOD | | | 679 | | | 1,007 | | | - | |
CASH, END OF PERIOD | | $ | 607 | | $ | 679 | | $ | 607 | |
| | | | | | | | | | |
SUPPLEMENTAL DISCLOSURES: | | | | | | | | | | |
Cash paid during the period for: | | | | | | | | | | |
Interest expense paid | | $ | - | | $ | - | | $ | - | |
Income tax paid | | $ | - | | $ | - | | $ | - | |
F-4 | ||
F-5 | ||
F-6 | ||
| | September 30, | | December 31, | | ||
| | 2013 | | 2012 | | 2012 | |
| | (Unaudited) | | (Unaudited) | | | |
Exchange Rate at Period End | | US$1=HKD 7.7575 | | US$1=HKD 7.7587 | | US$1=HKD 7.7509 | |
| | | | | | | |
Average Exchange rate for the Period | | US$1=HKD 7.7538 | | US$1=HKD 7.7539 | | US$1=HKD 7.7567 | |
F-7 | ||
F-8 | ||
F-9 | ||
F-10 | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
| (i) | filing Exchange Act reports, and |
| | |
| (ii) | investigating, analyzing and consummating an acquisition. |
4 | ||
| | Nine Months Ended September 30, 2013 | | Nine Months Ended September 30, 2012 | | For the Cumulative Period from January 31, 2011 (Inception) to September 30, 2013 | | |||
Net Cash Used in Operating Activities | | $ | (12,171) | | $ | (1,929) | | $ | (15,980) | |
Net Cash Provided by Financing Activities | | $ | 12,099 | | $ | 1,600 | | $ | 16,383 | |
Net Increase (Decrease) in Cash and Cash Equivalents | | | (72) | | | (328) | | | 607 | |
5 | ||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Item 4. | Controls and Procedures. |
• | The Company does not have sufficient number of personnel to provide segregation within the functions consistent with the objectives of internal control. |
6 | ||
Item 1. | Legal Proceedings. |
Item 1A. | Risk Factors. |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 3. | Defaults Upon Senior Securities. |
Item 4. | Mine Safety Disclosures. |
Item 5. | Other Information. |
7 | ||
Item 6. | Exhibits. |
Exhibit | | Description |
| | |
31.1 | | Certification of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1+ | | Certification of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS | | XBRL Instance Document |
101.SCH | | XBRL Taxonomy Extension Schema Document |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. |
101.LAB | | XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document. |
| MULLAN AGRITECH, INC. | |
| | |
Dated: November 14, 2013 | By: | /s/ Lirong Wang |
| | Lirong Wang |
| | President |
| | (Duly Authorized Officer, Principal Executive officer, and Principal Financial and Accounting Officer) |
8 | ||
Exhibit 31.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lirong Wang, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Mullan Agritech, 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 this 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: November 14, 2013
By: /s/ Lirong Wang
Lirong Wang
President
(Principal Executive officer, and Principal Financial and Accounting Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Mullan Agritech, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.
Date: November 14, 2013
By: /s/ Lirong Wang
Lirong Wang
President
(Principal Executive officer, and Principal Financial and Accounting Officer)
The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $)
|
3 Months Ended | 9 Months Ended | 12 Months Ended | 32 Months Ended | ||||
---|---|---|---|---|---|---|---|---|
Sep. 30, 2013
|
Sep. 30, 2012
|
Sep. 30, 2013
|
Sep. 30, 2012
|
Dec. 31, 2012
|
Sep. 30, 2013
|
Dec. 31, 2011
|
Jan. 31, 2011
|
|
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax, Total | $ 0 | $ 0 | $ 0 | $ (1) | $ 1 | $ (4) | ||
Cash | $ 607 | $ 679 | $ 607 | $ 679 | $ 679 | $ 607 | $ 1,007 | $ 0 |
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $)
|
3 Months Ended | 9 Months Ended | 32 Months Ended | ||
---|---|---|---|---|---|
Sep. 30, 2013
|
Sep. 30, 2012
|
Sep. 30, 2013
|
Sep. 30, 2012
|
Sep. 30, 2013
|
|
Operating expenses | |||||
General and administrative | $ 12,647 | $ 0 | $ 14,319 | $ 1,929 | $ 18,128 |
Total operating expenses | 12,647 | 0 | 14,319 | 1,929 | 18,128 |
Loss from operations before income taxes | (12,647) | 0 | (14,319) | (1,929) | (18,128) |
Provision for income taxes | 0 | 0 | 0 | 0 | 0 |
Net loss | (12,647) | 0 | (14,319) | (1,929) | (18,128) |
Comprehensive income: | |||||
Net loss | (12,647) | 0 | (14,319) | (1,929) | (18,128) |
Unrealized foreign currency translation adjustment | 0 | 0 | 0 | 1 | 4 |
Comprehensive loss | $ (12,647) | $ 0 | $ (14,319) | $ (1,928) | $ (18,124) |
Basic and diluted weighted average shares | 200,000 | 200,000 | 200,000 | 200,000 | |
Basic and diluted loss per share | $ (0.06) | $ 0 | $ (0.07) | $ (0.01) |
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MG&9
LOAN PAYABLE
|
9 Months Ended | |
---|---|---|
Sep. 30, 2013
|
||
Loan Payable [Abstract] | ||
Debt Disclosure [Text Block] | NOTE 4LOAN PAYABLE As of September 30, 2013 and December 31, 2012, the Company had a loan payable of $16,383 and $4,284 to its former sole shareholder, Hayden Zou, respectively. The loan payable was due on demand without interest burden and collateral. |
LOAN PAYABLE (Details Textual) (USD $)
|
Sep. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Short-term Non-bank Loans and Notes Payable | $ 16,383 | $ 4,284 |
Hayden Zou [Member]
|
||
Short-term Non-bank Loans and Notes Payable | $ 16,383 | $ 4,284 |
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
|
9 Months Ended | 32 Months Ended | |
---|---|---|---|
Sep. 30, 2013
|
Sep. 30, 2012
|
Sep. 30, 2013
|
|
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (14,319) | $ (1,929) | $ (18,128) |
Changes in operating assets and liabilities: | |||
Accounts payable | 2,148 | 0 | 2,148 |
Net cash used in operating activities | (12,171) | (1,929) | (15,980) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Contribution of capital by principal stockholder | 0 | 0 | 200 |
Proceeds from loan payable | 12,099 | 1,600 | 16,383 |
Net cash provided by financing activities | 12,099 | 1,600 | 16,583 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 0 | 1 | 4 |
NET INCREASE (DECREASE) IN CASH | (72) | (328) | 607 |
CASH, BEGINNING OF PERIOD | 679 | 1,007 | 0 |
CASH, END OF PERIOD | 607 | 679 | 607 |
SUPPLEMENTAL DISCLOSURES: | |||
Interest expense paid | 0 | 0 | 0 |
Income tax paid | $ 0 | $ 0 | $ 0 |
DEVELOPMENT STAGE COMPANY
|
9 Months Ended | |
---|---|---|
Sep. 30, 2013
|
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Development Stage Enterprises [Abstract] | ||
Development Stage Enterprise General Disclosures [Text Block] | NOTE 2DEVELOPMENT STAGE COMPANY The Company has not generated significant revenues to date; accordingly, the Company is considered a development stage enterprise as defined in Financial Accounting Standards Board No. 7, "Accounting and Reporting for Development Stage Companies." The Company is subject to a number of risks similar to those of other companies in an early stage of development. |
STOCKHOLDERS' DEFICIENCY
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9 Months Ended | |
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Sep. 30, 2013
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Equity [Abstract] | ||
Stockholders Equity Note Disclosure [Text Block] | NOTE 5STOCKHOLDERS’ DEFICIENCY Stock Issued for Services On January 31, 2011, the Company issued 200,000 shares of common stock to its founders having a fair value of $200 ($0.001/share) for capital contribution. On August 13, 2013, Mr. Hayden Zou, the Company’s prior sole shareholder sold all of his shares of the Company to Mr. Lirong Wang for a total of $200. Concurrent with the change in control, Mr. Haiping Ma resigned from the position of President of the Company and Mr. Hayden Zou resigned from the position of a direction of the Company. Mr. Lirong Wang was appointed as a director and President of the Company. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Sep. 30, 2013
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Text Block] | NOTE 3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Management acknowledges its responsibility for the preparation of the accompanying consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the years presented. The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). This basis differs from that used in the statutory accounts in Hong Kong, which are prepared in accordance with the accounting principles and relevant financial regulations applicable to enterprises in Hong Kong. All significant intercompany accounts and transactions have been eliminated in consolidation. All necessary adjustments have been made to present the consolidated financial statements in accordance with U.S. GAAP. The Company’s functional currency is United States Dollars (“USD”). All significant inter-company transactions and balances have been eliminated. The financial statements include all adjustments that, in the opinion of management, are necessary to make the financial statements not misleading. Unaudited Financial Statements The accompanying consolidated financial statements as of September 30, 2013 and for the nine months ended September 30, 2013 and 2012 are unaudited. In the opinion of management, all necessary adjustments (which include only normal recurring adjustments) have been made to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. However, The Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the years ended December 31, 2012 and 2011 financial statements. The results of operations for the nine month period ended September 30, 2013 and 2012 are not necessarily indicative of the operating results to be expected for the full year ended December 31, 2013, or that have been achieved in the year ended December 31, 2012. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Foreign Currency Translation The Company’s wholly owned subsidiary, Advanced Environment, is incorporated in Hong Kong. The financial position and results of operations of the subsidiary are determined using the local currency (“Hong Kong Dollar” or “HKD”) as the functional currency. Translation from HKD into United States dollars (“USD” or “$”) for reporting purposes is performed by translating the results of operations denominated in foreign currency at the weighted average rates of exchange during the reporting periods. Assets and liabilities denominated in foreign currencies at the balance sheet dates are translated at the market rate of exchange in effect at that date. The registered equity capital denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. All translation adjustments resulting from the translation of the financial statements into USD are reported as a component of accumulated other comprehensive income in shareholders’ equity.
For the years ended December 31, 2012, foreign currency translation adjustments of $1, have been reported as comprehensive (loss) or income in the consolidated statements of operations and comprehensive income. For the nine months ended September 30, 2013 and 2012, foreign currency translation adjustments of $0 and $1, respectively, have been reported as comprehensive income in the consolidated statements of operations and comprehensive income. Cash The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2013 and December 31, 2012, the Company had cash of $607 and $679, respectively. Basic and Diluted Loss per Share The Company reports loss per share in accordance with FASB ASC 260 “Earnings per share”. The Company’s basic earnings per share are computed using the weighted average number of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, the Company’s outstanding stock warrants are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the period. For the nine months ended September 30, 2013 and 2012, no dilutive instruments outstanding. However, if present, a separate computation of diluted loss per share would not have been presented, as these common stock equivalents would have been anti-dilutive due to the Company's net loss. Fair Value of Financial Instruments Effective January 1, 2008, the Company adopted ASC 820, Fair Value Measurements and Disclosure (“ASC 820”) for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company did not identify any assets and liabilities that are required to be presented on the condensed consolidated balance sheets at fair value in accordance with the relevant accounting standards. The carrying values of accounts payables and debts approximate their fair values due to the short maturities of these instruments. Business Segments The Company operates in one segment and therefore segment information is not presented. |
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