UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
Commission File Number
(Exact name of registrant as specified in it’s charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
+
(Registrant’s telephone number, including area code)
State Agent and Transfer Syndicate, Inc.
112 North Curry Street Carson City, NV 89703-4934
1-800-253-1013
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
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 ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
(Do not check if a smaller reporting company) |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of January 13, 2023, there were
TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION |
| 3 |
|
|
|
|
|
| 3 |
| |
|
|
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
| 11 |
|
|
|
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk. |
| 13 |
|
|
|
|
|
| 13 |
| |
|
|
|
|
| 14 |
| |
|
|
|
|
| 14 |
| |
|
|
|
|
| 14 |
| |
|
|
|
|
Item 2. Unregistered Sales of Securities and Use of Proceeds. |
| 14 |
|
|
|
|
|
| 14 |
| |
|
|
|
|
| 14 |
| |
|
|
|
|
| 14 |
| |
|
|
|
|
| 15 |
|
2 |
Table of Contents |
PART I—FINANCIAL INFORMATION
China King Spirit Group Ltd.
FINANCIAL STATEMENTS
CONTENTS
| 4 |
| |
Statements of Operations – Three and Six-months ended December 31, 2022 and 2021 |
| 5 |
|
| 6 |
| |
Statements of Cash Flows – For Six-months ended December 31, 2022 and 2021 |
| 7 |
|
| 8-10 |
|
3 |
Table of Contents |
CHINA KING SPIRIT GROUP LTD.
BALANCE SHEETS
|
| December 31, 2022 |
|
| June 30, 2022 |
| ||
ASSETS |
| (unaudited) |
|
|
|
| ||
|
|
|
|
|
|
| ||
ASSETS |
|
|
|
|
|
| ||
Current Assets |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
TOTAL CURRENT ASSETS |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
| $ |
|
| $ |
| ||
Related parties – loans |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
Common stock, $ |
|
|
|
|
|
|
|
|
issued and outstanding, December 31, 2022 and June 30, 2022 respectively |
|
|
|
|
|
| ||
Additional paid-in capital |
|
| ( | ) |
|
| ( | ) |
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS’ DEFICIT |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ |
|
| $ |
|
The accompanying notes are an integral part of these financial statements.
4 |
Table of Contents |
CHINA KING SPIRIT GROUP LTD.
STATEMENTS OF OPERATIONS
(unaudited)
|
| Three months ended December 31, 2022 |
|
| Three months ended December 31, 2021 |
|
| Six months ended December 31, 2022 |
|
| Six months ended December 31, 2021 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of Goods Sold |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross Profit |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and Administrative Expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS PER COMMON SHARE – BASIC AND DILUTED (CONTINUING OPERATIONS) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED |
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
5 |
Table of Contents |
CHINA KING SPIRIT GROUP LTD.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
Six- month period ended December 31, 2022 and 2021
(unaudited)
|
| Common Stock |
|
| Additional |
|
| Accumulated |
|
|
|
| ||||||||
|
| Number of shares |
|
| Amount |
|
| Paid-in Capital |
|
| Deficit |
|
| Total |
| |||||
Balance, June 30, 2022 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2022 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2022 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
| Common Stock |
|
| Additional |
|
| Accumulated |
|
|
| |||||||||
|
| Number of shares |
|
| Amount |
|
| Paid-in Capital |
|
| Deficit |
|
| Total |
| |||||
Balance, June 30, 2021 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2021 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2021 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
The accompanying notes are an integral part of these financial statements.
6 |
Table of Contents |
CHINA KING SPIRIT GROUP LTD.
STATEMENTS OF CASH FLOWS
(unaudited)
|
| Six months ended December 31, 2022 |
|
| Six months ended December 31, 2021 |
| ||
|
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
|
|
|
Accounts payable |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
NET CASH USED IN OPERATING ACTIVITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from related parties |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
NET DECREASE IN CASH |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
CASH, BEGINNING OF PERIOD |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
CASH, END OF PERIOD |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
Income tax paid |
| $ |
|
| $ |
| ||
Interest paid |
| $ |
|
| $ |
|
The accompanying notes are an integral part of these financial statements.
7 |
Table of Contents |
CHINA KING SPIRIT GROUP LTD.
NOTES TO THE FINANCIAL STATEMENTS
(unaudited)
NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company
China King Spirit Group Ltd. (FKA Jasmin Corp.) (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on October 7, 2014. Jasmin was an e-commerce early stage company that intended to establish itself as a designing industry of home and space decorations made from cork materials in France, Europe. The new management of the Company is abandoning its existing business and is in the process of evaluating other business opportunities.
On September 8, 2017 Jean-Paul Chavanz, the previous sole officer and director and majority shareholder of Jasmin Corp., entered into a stock purchase agreement for the sale of an aggregate of
On September 11, 2017 Xu Dan was appointed as Chief Executive Officer, Chief Financial Officer and sole Director and Mr. Richard Rappaport was appointed Secretary. In addition, Mr. Jean-Paul Chavanaz submitted his resignations from all executive officer positions with the Company, including Chief Executive Officer and President effective September 11, 2017, and submitted his resignation as a member of the Board.
On September 27, 2018, Xu Dan submitted her resignation from all executive officer positions with the Registrant, including Chief Executive Officer, Chief Financial Officer, and President, effective immediately. In addition, Xu Dan submitted her resignation as a member of the Board, which resignation was effective immediately. In addition, on September 27, 2018 Richard Rappaport submitted his resignation as Secretary of the Registrant, which resignation was effective immediately. On September 27, 2018, Zhanfang Wang was appointed as Chief Executive Officer, Secretary, Chief Financial Officer, and sole Director and Chairman, each effective immediately.
Basis of Presentation – Unaudited Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended June 30, 2022 included in the Company’s 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended December 30, 2022 are not necessarily indicative of the results that may be expected for the year ending June 30, 2023.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.
8 |
Table of Contents |
CHINA KING SPIRIT GROUP LTD.
NOTES TO THE FINANCIAL STATEMENTS
(unaudited)
NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates and Assumptions (continued)
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Earnings (Loss) per Common Share
The basic earnings (loss) per common share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity securities unless they are anti-dilutive. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of December 31, 2022, and 2021, there were no common stock equivalents outstanding.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Recent Accounting Pronouncements
The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.
NOTE 2 – GOING CONCERN
To date the Company has generated limited revenues from its business operations and has an accumulated deficit of $
9 |
Table of Contents |
CHINA KING SPIRIT GROUP LTD.
NOTES TO THE FINANCIAL STATEMENTS
(unaudited)
NOTE 3 – EQUITY
On September 27, 2018 the Board of Directors and shareholders of China King Spirit Group Ltd. (FNA Jasmin Corp.) (the "Company”) approved an amendment to the Company’s Articles of Incorporation increasing the number of authorized shares of Common Stock from
The Company has
There were
All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 5:1 forward split have been adjusted to reflect the stock split on a retroactive basis unless otherwise noted.
NOTE 4 – RELATED PARTIES
During the period the Company received a total of $
.
NOTE 5 – SUBSEQUENT EVENTS
Management has evaluated all events or transactions that occurred after December 31, 2022 through January 13, 2023 the report date of the financial statements. During the period, the Company did not have any material recognizable subsequent events.
10 |
Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis are intended to help you understand our financial condition and results of operations for the six months ending December 31, 2022. You should read the following discussion and analysis together with our audited financial statements for the year ended June 30, 2022 and the notes to the financial statements included in this report on Form 10-Q. You should understand that we are no longer in the distribution of cork products. Thus our future financial condition and results of operations will have no relationship to our historical financial condition and results of operations.
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.
Executive Overview
The Company was incorporated in the state of Nevada on October 7, 2014. From inceptions (October 7, 2014) until September 8, 2017, Jasmin Corp., was in the business of the production and distribution of cork products.
On September 8, 2017 Jean-Paul Chavanz, the previous sole officer and director and majority shareholder of Jasmin Corp., entered into a stock purchase agreement for the sale of an aggregate of 10,000,000 shares of Common Stock of the Company, representing 79% of the issued and outstanding shares of common stock of the Company. Pursuant to this agreement, the Company decided to discontinue its business plan of producing and distributing Cork products and explore new opportunities. As part of the transition all the Company’s assets were retained by the former majority shareholder and the liabilities were assumed by Mr. Chavanz as well. As a result of this strategic shift all historical results of the Company should be classified as discontinued operations in accordance with ASC 105-20.
On September 11, 2017 Xu Dam was appointed its Chief Executive Officer, Chief Financial Officer and sole Director and Mr. Richard Rappaport was appointed Secretary. In addition, Mr. Jean-Paul Chavanaz submitted his resignations from all executive officer positions with the Company, including Chief Executive Officer and President effective September 11, 2017, and submitted his resignation as a member of the Board.
11 |
Table of Contents |
On September 27, 2018, Xu Dan submitted her resignation from all executive officer positions with the Company, including Chief Executive Officer, Chief Financial Officer, and President, effective immediately. In addition, Xu Dan submitted her resignation as a member of the Board, which resignation was effective immediately. In addition, on September 27, 2018 Richard Rappaport submitted his resignation as Secretary of the Company, which resignation was effective immediately. On September 27, 2018, Zhanfang Wang was appointed as Chief Executive Officer, Secretary, Chief Financial Officer, and sole Director and Chairman, each effective immediately.
On September 27, 2018 the Board of Directors and shareholders of Jasmin Corp. (the “Company”) approved an amendment to the Registrant’s Articles of Incorporation increasing the number of authorized shares of Common Stock from 75,000,000 to 200,000,000 and effecting a five-for-one forward split of the Company’s outstanding shares of common stock.
In addition, on September 27, 2018 Jasmin Corp. (the “Registrant”) filed a Certificate of Amendment to Articles of Incorporation effecting (i) a 5-for-1 forward stock split of the Registrant’s common stock, (ii) an increase in the number of authorized shares of Common Stock from 75,000,000 to 200,000,000 and (iii) changing its name from Jasmin Corp. to China King Spirit Group Ltd., which Certificate of Amendment was approved by the Nevada Secretary of State on December 20, 2018. The Registrant notified the Financial Industry Regulatory Authority (“FINRA”) pursuant to a corporate action request to approve the change of its listing name to China King Spirit Group Ltd. On December 20, 2018, FINRA notified the Registrant that it had approved the aforementioned forward stock split, increase in authorized number of shares and name change, announced on their daily list on December 21, 2018 that the market effective date was December 24, 2018.
The information presented below with regard to the periods ended December 31, 2022 should be read as historic information on the Company. As a result of the decision to discontinue operations, the Company as of the date of this filing is an empty shell with no liquidity, no capital resources, and no operations other than the search for new business opportunities.
Results of Operations
We had no revenues for the three months and six month periods ending December 31, 2022 and 2021.
For the three-month periods ended December 31, 2022 and 2021, we had no revenue. Expenses for the three-month period ended December 31, 2022 totaled $16,448 resulting in a net loss of $16,448. The net loss for the three-month period ended December 31, 2022 is a result of general and administrative expense of $16,448, comprised of filing fees of $3,500; and professional fees of $12,750 comprised primarily of accounting and consulting fees and transfer agent expenses of $198. We had no expenses for the comparative three-month period ended December 31, 2021. The increase in expenses between December 31, 2022 and 2021 was primarily due to expenses in bringing Company current with the it’s SEC filings.
Expenses for the six-month period ended December 31, 2022 totaled $31,303 resulting in a net loss of $31,303. The net loss for the six-month period ended December 31, 2022 is a result of general and administrative expense of $31,303, comprised of filing fees of $8,884; and professional fees of $21,750 comprised primarily of accounting and consulting fees; and $669 in transfer agent expenses.. Expenses for the comparative six-month period ended December 31, 2021 is a result of general and administrative expenses totaling $75 resulting in a net loss of $75 comprised of $75 transfer agent expenses. The increase in expenses between December 31, 2022 and 2021 was primarily due to expenses in bringing Company current with the it’s SEC filings.
Capital Resources and Liquidity
As of December 31, 2022, we had assets $nil and we had $129,077 in liabilities; we had an accumulated deficit of $141,363. As of June 30, 2022, we had $nil in total assets and $97,774 in total liabilities and accumulated deficit of $110,060. As of December 31, 2022, the Company owed $120,660 (June 30, 2022; $92,177) to shareholders of the Company. All amounts due to the related party are unsecured, non-interest bearing and have not set terms of repayment.
12 |
Table of Contents |
Off-balance sheet arrangements
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer (the “Certifying Officers”) of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations.
The material weaknesses in our disclosure control procedures are as follows:
1. Lack of formal policies and procedures necessary to adequately review significant accounting transactions. We utilize a third party independent contractor for the preparation of our financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in our day to day operations and may not be provided information from our management on a timely basis to allow for adequate reporting/consideration of certain transactions.
2. Audit Committee and Financial Expert. We do not have an audit committee with a financial expert and, thus, we lack the appropriate oversight within the financial reporting process.
We intend to initiate measures to remediate the identified material weaknesses, including, but not necessarily limited to, the following:
· | Establishing a formal review process of significant accounting transactions that includes participation of our principal executive officer, principal financial officer and corporate legal counsel. |
|
|
· | 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. |
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
13 |
Table of Contents |
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Currently we are not involved in any pending litigation or legal proceeding.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
N/A
Item 5. Other Information.
None
14 |
Table of Contents |
Item 6. Exhibits.
| Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer | |
|
|
|
| Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer * | |
|
|
|
| ||
|
|
|
| ||
|
|
|
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
|
|
|
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
|
|
|
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
|
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
|
|
|
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
|
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* | Included in Exhibit 31.1 |
|
|
** | Included in Exhibit 32.1 |
15 |
Table of Contents |
SIGNATURES*
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CHINA KING SPIRIT GROUP LTD. (Registrant) | |||
Date: January 13, 2023 | By: | /s/ Zanfang Wang | |
|
| Zanfang Wang President and Director Principal and Executive Officer Principal Financial Officer Principal Accounting Officer |
16 |