UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File No. 333-219776
CHENGDA TECHNOLOGY CO., LTD. |
(Exact name of registrant as specified in its charter) |
Delaware |
| 37-1863750 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
311-7, Tianyu Building, 11 Guangming Road Dongcheng District, Beijing, China 100051 |
(Address of Principal Executive Offices, including zip code) |
+86 (10) 65014177 |
(Registrant’s telephone number, including area code) |
Not Applicable |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark 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 | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
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| 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): Yes ☒ No ☐
As of May 15, 2021, there were 10,204,000 shares of common stock, par value $0.0001, of the Company issued and outstanding.
CHENGDA TECHNOLOGY CO., LTD.
Quarterly Report on Form 10-Q
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Report”), including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:
| • | our ability to establish our business and implement our business plan; |
| • | acceptance of the healthcare products and services that we expect to market; |
| • | our ability to retain key employees; |
| • | adverse changes in general market conditions for the healthcare industry in China, including as a result of the ongoing COVID-19 pandemic; |
| • | our ability to continue as a going concern; |
| • | our future financing plans; and |
| • | our ability to adapt to changes in foreign, cultural, political and financial market conditions which could impair our future operations and financial performance. |
The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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Table of Contents |
PART I - FINANCIAL INFORMATION
Chengda Technology Co., Ltd. Condensed Unaudited Balance Sheets | ||||||||
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| March 31, |
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| December 31, |
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| 2021 |
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| 2020 |
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ASSETS |
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Total Assets |
| $ |
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| $ | — |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Other accounts payable |
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| 10,600 |
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| 18,550 |
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Total Current Liabilities |
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| 10,600 |
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| 18,550 |
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Total Liabilities |
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| 10,600 |
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| 18,550 |
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Stockholders’ Deficit: |
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Preferred stock; $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding |
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| — |
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| — |
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Common stock; $0.0001 par value, 50,000,000 shares authorized, 10,204,000 shares issued and outstanding |
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| 10,204 |
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| 10,204 |
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Additional paid-in capital |
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| 254,624 |
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| 237,624 |
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Accumulated deficit |
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| (275,428 | ) |
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| (266,378 | ) |
Total Stockholders’ Deficit |
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| (10,600 | ) |
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| (18,550 | ) |
Total Liabilities and Stockholders’ Deficit |
| $ | — |
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| $ | — |
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The accompanying notes are an integral part of these condensed financial statements.
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Table of Contents |
Chengda Technology Co., Ltd.
Condensed Unaudited Statements of Operations
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| For the Three Months Ended |
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| March 31, |
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| 2021 |
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| 2020 |
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Operating Expenses: |
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General & administrative expenses |
| $ | 9,050 |
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| $ | 12,314 |
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Total operating expenses |
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| 9,050 |
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| 12,314 |
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Loss from operations |
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| (9,050 | ) |
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| (12,314 | ) |
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Net loss |
| $ | (9,050 | ) |
| $ | (12,314 | ) |
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Basic & diluted net loss per share |
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Weighted average number of ordinary shares-basic and diluted |
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| 10,204,000 |
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| 10,204,000 |
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* Less than $0.01
The accompanying notes are an integral part of these condensed financial statements
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Table of Contents |
Chengda Technology Co., Ltd. Condensed Unaudited Statements of Cash Flows | ||||||||
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| For The Three Months Ended |
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| 2020 |
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Cash flows from operating activities: |
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Net loss |
| $ | (9,050 | ) |
| $ | (12,314 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Contributed services |
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| 9,450 |
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Changes in assets and liabilities: |
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Accounts payable |
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| (7,950 | ) |
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| (3,290 | ) |
Net cash used in operating activities |
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| (17,000 | ) |
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| (6,154 | ) |
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Cash flows from financing activities: |
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Advances from related parties |
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| 6,100 |
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Capital contributions from stockholder |
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| 17,000 |
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| — |
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Net cash provided by financing activities |
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| 17,000 |
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| 6,100 |
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Net decrease in cash |
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| (54 | ) |
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Cash, beginning of period |
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| 1,494 |
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Cash, end of period |
| $ | — |
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| $ | 1,440 |
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Supplemental cash flow information |
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Cash paid for interest expense |
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Cash paid for income tax |
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| — |
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The accompanying notes are an integral part of these condensed financial statements
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Table of Contents |
Chengda Technology Co., Ltd.
Condensed Unaudited Statements of Changes in Stockholders’ Equity
For the Three Months Ended March 31, 2021
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| Shares |
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| Shares amount |
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| Additional paid-in capital |
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| Accumulated Deficit |
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| Total equity |
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Balance as of December 31, 2020 |
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| 10,204,000 |
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| $ | 10,204 |
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| $ | 237,624 |
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| $ | (266,378 | ) |
| $ | (18,550 | ) |
Net loss |
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| (9,050 | ) |
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| (9,050 | ) |
Contributions from stockholders |
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| - |
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| 17,000 |
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| 17,000 |
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Balance as of March 31, 2021 |
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| 10,204,000 |
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| $ | 10,204 |
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| $ | 254,624 |
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| $ | (275,428 | ) |
| $ | (10,600 | ) |
For the Three Months Ended March 31, 2020
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| Shares |
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| Shares amount |
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| Additional paid-in capital |
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| Accumulated Deficit |
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| Total equity |
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Balance as of December 31, 2019 |
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| 10,204,000 |
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| $ | 10,204 |
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| $ | 126,475 |
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| $ | (205,185 | ) |
| $ | (68,506 | ) |
Net loss |
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| (12,314 | ) |
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| (12,314 | ) |
Contributions from stockholders |
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| - |
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| - |
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| 9,450 |
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| - |
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| 9,450 |
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Balance as of March 31, 2020 |
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| 10,204,000 |
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| $ | 10,204 |
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| $ | 135,925 |
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| $ | (217,499 | ) |
| $ | (71,370 | ) |
The accompanying notes are an integral part of these condensed financial statements
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Table of Contents |
Chengda Technology Co., Ltd.
Notes to the Condensed Financial Statements
March 31, 2021
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Chengda Technology Co., Ltd., (formerly known as New Leap, Inc.) (the "Company") was incorporated on June 1, 2017 as a Delaware corporation. The Company has yet to start operational or research and development activities.
On August 12, 2020, pursuant to a Stock Purchase Agreement (the “SPA”) entered into by and between Xin Jiang (the “Purchaser”) and Itzhak Ostashinsky (the “Seller”), a controlling stockholder as well as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company, the Seller sold to the Purchaser 8,000,000 shares of common stock, par value $0.0001 per share, of the Company, representing 78.4% of the total issued and outstanding shares of common stock as of August 24, 2020, in consideration of $251,177 in cash from the Purchaser’s personal funds (the “Transaction”). In connection with the Transaction, the Seller resigned as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company, effective immediately upon the consummation of the Transaction. Xin Jiang was then appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company. The Transaction resulted in a change in control of the Company.
Effective November 6, 2020, the Company’s name was changed to “Chengda Technology Co., Ltd.” through the filing with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate of Incorporation of the Company, which was approved by the Company’s Board of Directors.
After the change in control, the Company plans to implement a new business plan. The Company plans to operate in the field of health-related products, with a focus on developing and promoting selenium-infused mineral water and energy mattress. Also, the Company plans to offer health services, including health assessments, health consultations, and health recoveries.
The Company is currently evaluating the optimal approaches to implement these plans, including through mergers and acquisitions of health companies in China. Due to the dynamic nature and the global impact of the COVID-19 pandemic, the Company cannot reasonably estimate the timeline to implement its business plan. Until the Company is able to implement its business plan, the Company will remain a shell company.
NOTE 2 – GOING CONCERN
The accompanying condensed financial statements have been prepared in conformity with United States generally accepted accounting principles (“U.S. GAAP”), which contemplate continuation of the Company as a going concern. As a start-up, the Company has not generated any revenues and has accumulated losses through March 31, 2021. The Company currently has limited working capital and does not expect to generate revenues in the near term. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional financing to fund operating expenses, primarily loans and/or capital contribution from its principal stockholder. As the Company is a shell company, its operating expenses are limited. Management believes that the financing from its principal stockholder will provide it with the funding to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2021. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. All numbers in the unaudited condensed financial statements are expressed in US$, except share data and per share data, or otherwise noted.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and expenses during the reporting period. Actual results could differ from those estimates. The Company currently does not have significant estimates and assumptions.
Recent Accounting Pronouncements
The Company has reviewed the following recent accounting pronouncements and concluded that they were either not applicable or had no impact to the Company’s financial statements:
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NOTE 4 – SHARE CAPITAL
There were no transactions of common stock and preferred stock during the three months ended March 31, 2021 and 2020, respectively.
During the period ended March 31, 2021, the Company’s CEO and major stockholder, Xin Jiang, made capital contributions of $17,000 (2020: $nil) to the Company for working capital. No additional shares of common stock were issued for these contributions.
NOTE 5 – RELATED PARTY TRANSACTIONS
In addition to the capital contribution disclosed in Note 4, the Company had the following related party transactions:
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| During the period ended March 31, 2020, the Company received advance of $6,100 from its former major stockholder. The balance was interest free and due on demand. After March 31, 2020, the $6,100 related party payable balance was forgiven by the related party in connection with the Transaction. |
NOTE 6 – SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date when the financial statements were issued, and determined that no subsequent events occurred that would require adjustment to or disclosure in the financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our results of operations and financial condition should be read together with our unaudited financial statements and the notes thereto, which are included elsewhere in this Report and our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”) filed with SEC. Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States (the “U.S. GAAP”).
Overview
We were in the State of Delaware incorporated on June 1, 2017. We are a development stage company and have extremely limited financial resources. We have not commenced operation nor have we established a source of equity or debt financing. Our financial statements include a note emphasizing the uncertainty of our ability to remain a going concern.
On August 12, 2020, pursuant to a Stock Purchase Agreement (the “SPA”) entered into by and between Xin Jiang (the “Purchaser”) and Itzhak Ostashinsky (the “Seller”), a controlling stockholder as well as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company, the Seller sold to the Purchaser 8,000,000 shares of common stock, par value $0.0001 per share, of the Company, representing 78.4% of the total issued and outstanding shares of common stock as of August 24, 2020, in consideration of $251,177 in cash from the Purchaser’s personal funds (the “Transaction”). In connection with the Transaction, the Seller resigned as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company, effective immediately upon the consummation of the Transaction. Xin Jiang was then appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company. The Transaction resulted in a change in control of the Company.
We plan to operate in the field of health-related products, with a focus on the developing and promoting selenium-infused mineral water and energy mattress. In addition, we plan to offer health services, including health assessments, health consultations, and health recoveries.
We are currently evaluating the optimal approaches to implement these plans, including through mergers and acquisitions of health products or services companies in China. Due to the dynamic nature and the global impact of the COVID 19 pandemic, we cannot reasonably estimate the timeline to implement our business plans.
Results of Operations
Revenues
We did not generate any revenue for the three months ended March 31, 2021 and 2020 and do not expect to generate any revenue until our business plans are implemented.
General and Administrative Expenses
During the three months ended March 31, 2021 and 2020, we incurred $9,050 and $12,314 of general and administrative expenses, respectively. Our general and administrative expenses primarily consisted of auditor fees, officer’s contributed corporate administrative service costs, professional fees and filing fees, which are routine costs associated with a public company for financial reporting requirements. The decrease in the general and administrative expenses in the three months ended March 31, 2021 compared to the same period of last year was due to there were no officer’s contributed corporate administrative service costs after the change of control.
Going Concern
The future of our company is dependent upon our ability to implement our new business plans and initiatives and our ability to generate positive net profits from implementation of our business plans. Management plans to seek additional funding through either equity or debt financings from its principal stockholder to support its operations for the next twelve months. However, there is no assurance that such funds will be available or available on acceptable terms. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional financing to fund operating expenses, primarily loans and/or capital contribution from its principal stockholder. As the Company is a shell company, its operating expenses are limited. Management believes that the financing from its principal stockholder will provide it with the funding to continue as a going concern.
Liquidity and Capital Resources
Cash Flows from Operating Activities
Net cash used in operating activities was $17,000 for the three months ended March 31, 2021, compared to net cash used in operating activities of $6,154 for the same period of 2020, represented an increase of $10,846 in the net cash outflow in operating activities. This is due to some of the operating expenses in the period of March 31, 2020 were contributed by the former officer for no cash compensation.
Cash Flows from Financing Activities
For the three months ended March 31, 2021, net cash generated by financing activities was $17,000, representing capital contributions from the major stockholder to support the operations of the Company. For the three months ended March 31, 2020, net cash generated by financing activities was $6,100, representing advances from the former major stockholder to support the Company’s operations.
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Commitments and Capital Expenditures
We presently have no material commitments for capital expenditures.
Critical Accounting Policies Involving Management Estimates and Assumptions
Our discussion and analysis of our financial condition and results of operations is based on our financial statements. In preparing our financial statements in conformity with U.S. GAAP, we must make a variety of estimates that affect the reported amounts and related disclosures. See Note 3 of our interim financial statements included elsewhere in this Report and the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. 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 Exchange Act is recorded, processed, summarized and reported within the time periods 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 company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2021. Based upon their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective due to the following material weaknesses, which are indicative of many small companies with limited resources: (i) lack of proper segregation of duties and risk assessment process; (ii) lack of formal documentation in internal controls over financial reporting; and (iii) lack of independent directors and an audit committee.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2021 that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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None.
Not applicable
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
None.
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The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
No. |
| Description of Exhibit |
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101.INS* |
| XBRL Instance Document |
101.CAL* |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.SCH* |
| XBRL Taxonomy Extension Schema Document |
101.DEF* |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
| XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE* |
| XBRL Taxonomy Extension Presentation Linkbase Document |
*Filed herewith
**Furnished herewith
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Table of Contents |
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHENGDA TECHNOLOGY CO., LTD. |
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Date: May 17, 2021 |
| /s/ Xin Jiang |
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| Name: | Xin Jiang |
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| Title: | Chief Executive Officer, Chief Financial Officer and President |
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| (Principal Executive Officer and Principal Financial and Accounting Officer) |
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14 |
EXHIBIT 31.1
CERTIFICATIONS
I, Xin Jiang, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Chengda Technology Co., Ltd.; |
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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; |
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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; |
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4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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; |
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| 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; |
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| 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 |
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| 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. |
5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors: |
| (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 |
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| (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: May 17, 2021 | By: | /s/ Xin Jiang |
|
|
| Xin Jiang |
|
|
| Chief Executive Officer, Chief Financial Officer and President |
|
|
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Chengda Technology Co., Ltd. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Xin Jiang, Chief Executive Officer, Chief Financial Officer and President of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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|
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| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: May 17, 2021 | By: | /s/ Xin Jiang |
|
|
| Xin Jiang |
|
|
| Chief Executive Officer, Chief Financial Officer and President |
|
|
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
|
Cover - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2021 |
May 15, 2021 |
|
Cover [Abstract] | ||
Entity Registrant Name | Chengda Technology Co., Ltd. | |
Entity Central Index Key | 0001713809 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 10,204,000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Condensed Unaudited Balance Sheets - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
ASSETS | ||
Total Assets | $ 0 | $ 0 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Other accounts payable | 10,600 | 18,550 |
Total Current Liabilities | 10,600 | 18,550 |
Total Liabilities | 10,600 | 18,550 |
Stockholders' Deficit: | ||
Preferred stock; $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock; $0.0001 par value, 50,000,000 shares authorized, 10,204,000 shares issued and outstanding | 10,204 | 10,204 |
Additional paid-in capital | 254,624 | 237,624 |
Accumulated deficit | (275,428) | (266,378) |
Total Stockholders' Deficit | (10,600) | (18,550) |
Total Liabilities and Stockholders' Deficit | $ 0 | $ 0 |
Condensed Unaudited Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Stockholders' Deficit: | ||
Preferred stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred stock, Shares Issued | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares Issued | 10,204,000 | 10,204,000 |
Common Stock, Shares Outstanding | 10,204,000 | 10,204,000 |
Condensed Unaudited Statements of Operations - USD ($) |
3 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|||||||
Operating Expenses: | ||||||||
General & administrative expenses | $ 9,050 | $ 12,314 | ||||||
Total operating expenses | 9,050 | 12,314 | ||||||
Loss from operations | (9,050) | (12,314) | ||||||
Net loss | $ (9,050) | $ (12,314) | ||||||
Basic & diluted net loss per share | $ 0.00 | [1] | $ 0.00 | [2] | ||||
Weighted average number of ordinary shares-basic and diluted | 10,204,000 | 10,204,000 | ||||||
|
Condensed Unaudited Statements of Cash Flows - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
Cash flows from operating activities: | ||
Net loss | $ (9,050) | $ (12,314) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Contributed services | 0 | 9,450 |
Changes in assets and liabilities: | ||
Accounts payable | (7,950) | (3,290) |
Net cash used in operating activities | (17,000) | (6,154) |
Cash flows from financing activities: | ||
Advances from related parties | 0 | 6,100 |
Capital contributions from stockholder | 17,000 | 0 |
Net cash provided by financing activities | 17,000 | 6,100 |
Net decrease in cash | 0 | (54) |
Cash, beginning of period | 0 | 1,494 |
Cash, end of period | 0 | 1,440 |
Supplemental cash flow information | ||
Cash paid for interest expense | 0 | 0 |
Cash paid for income tax | $ 0 | $ 0 |
Condensed Unaudited Statements of Changes in Stockholders Equity - USD ($) |
Total |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
---|---|---|---|---|
Balance, shares at Dec. 31, 2019 | 10,204,000 | |||
Balance, amount at Dec. 31, 2019 | $ (68,506) | $ 10,204 | $ 126,475 | $ (205,185) |
Net loss | (12,314) | (12,314) | ||
Contributions from stockholders | 9,450 | $ 0 | 9,450 | 0 |
Balance, shares at Mar. 31, 2020 | 10,204,000 | |||
Balance, amount at Mar. 31, 2020 | (71,370) | $ 10,204 | 135,925 | (217,499) |
Balance, shares at Dec. 31, 2020 | 10,204,000 | |||
Balance, amount at Dec. 31, 2020 | (18,550) | $ 10,204 | 237,624 | (266,378) |
Net loss | (9,050) | 0 | 0 | (9,050) |
Contributions from stockholders | 17,000 | $ 0 | 17,000 | 0 |
Balance, shares at Mar. 31, 2021 | 10,204,000 | |||
Balance, amount at Mar. 31, 2021 | $ (10,600) | $ 10,204 | $ 254,624 | $ (275,428) |
ORGANIZATION AND DESCRIPTION OF BUSINESS |
3 Months Ended |
---|---|
Mar. 31, 2021 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | Chengda Technology Co., Ltd., (formerly known as New Leap, Inc.) (the "Company") was incorporated on June 1, 2017 as a Delaware corporation. The Company has yet to start operational or research and development activities.
On August 12, 2020, pursuant to a Stock Purchase Agreement (the “SPA”) entered into by and between Xin Jiang (the “Purchaser”) and Itzhak Ostashinsky (the “Seller”), a controlling stockholder as well as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company, the Seller sold to the Purchaser 8,000,000 shares of common stock, par value $0.0001 per share, of the Company, representing 78.4% of the total issued and outstanding shares of common stock as of August 24, 2020, in consideration of $251,177 in cash from the Purchaser’s personal funds (the “Transaction”). In connection with the Transaction, the Seller resigned as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company, effective immediately upon the consummation of the Transaction. Xin Jiang was then appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company. The Transaction resulted in a change in control of the Company.
Effective November 6, 2020, the Company’s name was changed to “Chengda Technology Co., Ltd.” through the filing with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate of Incorporation of the Company, which was approved by the Company’s Board of Directors.
After the change in control, the Company plans to implement a new business plan. The Company plans to operate in the field of health-related products, with a focus on developing and promoting selenium-infused mineral water and energy mattress. Also, the Company plans to offer health services, including health assessments, health consultations, and health recoveries.
The Company is currently evaluating the optimal approaches to implement these plans, including through mergers and acquisitions of health companies in China. Due to the dynamic nature and the global impact of the COVID-19 pandemic, the Company cannot reasonably estimate the timeline to implement its business plan. Until the Company is able to implement its business plan, the Company will remain a shell company. |
GOING CONCERN |
3 Months Ended |
---|---|
Mar. 31, 2021 | |
GOING CONCERN | |
NOTE 2 - GOING CONCERN | The accompanying condensed financial statements have been prepared in conformity with United States generally accepted accounting principles (“U.S. GAAP”), which contemplate continuation of the Company as a going concern. As a start-up, the Company has not generated any revenues and has accumulated losses through March 31, 2021. The Company currently has limited working capital and does not expect to generate revenues in the near term. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional financing to fund operating expenses, primarily loans and/or capital contribution from its principal stockholder. As the Company is a shell company, its operating expenses are limited. Management believes that the financing from its principal stockholder will provide it with the funding to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended |
---|---|
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation
The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2021. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. All numbers in the unaudited condensed financial statements are expressed in US$, except share data and per share data, or otherwise noted.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and expenses during the reporting period. Actual results could differ from those estimates. The Company currently does not have significant estimates and assumptions.
Recent Accounting Pronouncements
The Company has reviewed the following recent accounting pronouncements and concluded that they were either not applicable or had no impact to the Company’s financial statements: |
SHARE CAPITAL |
3 Months Ended |
---|---|
Mar. 31, 2021 | |
SHARE CAPITAL | |
NOTE 4 - SHARE CAPITAL | There were no transactions of common stock and preferred stock during the three months ended March 31, 2021 and 2020, respectively.
During the period ended March 31, 2021, the Company’s CEO and major stockholder, Xin Jiang, made capital contributions of $17,000 (2020: $nil) to the Company for working capital. No additional shares of common stock were issued for these contributions. |
RELATED PARTY TRANSACTIONS |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2021 | |||
RELATED PARTY TRANSACTIONS | |||
NOTE 5 - RELATED PARTY TRANSACTIONS | In addition to the capital contribution disclosed in Note 4, the Company had the following related party transactions:
|
SUBSEQUENT EVENTS |
3 Months Ended |
---|---|
Mar. 31, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 6 - SUBSEQUENT EVENTS | Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date when the financial statements were issued, and determined that no subsequent events occurred that would require adjustment to or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
3 Months Ended |
---|---|
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2021. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. All numbers in the unaudited condensed financial statements are expressed in US$, except share data and per share data, or otherwise noted. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and expenses during the reporting period. Actual results could differ from those estimates. The Company currently does not have significant estimates and assumptions. |
Recent Accounting Pronouncements | The Company has reviewed the following recent accounting pronouncements and concluded that they were either not applicable or had no impact to the Company’s financial statements: |
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - Stock Purchase Agreement [Member] - Itzhak Ostashinsky [Member] - Xin Jiang [Member] - USD ($) |
1 Months Ended | |
---|---|---|
Aug. 24, 2020 |
Aug. 12, 2020 |
|
Common stock, share value | $ 8,000,000 | |
Common Stock, Shares Issued | $ 0.0001 | |
Total issued and outstanding | 78.40% | |
Common stock purchase consideration value | $ 251,177 |
SHARE CAPITAL (Details Narrative) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Xin Jiang [Member] | ||
Working capital, capital contribution | $ 17,000 | $ 0 |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
Forgiveness of payable due to related party | $ 6,100 | |
Advances from related parties | $ 0 | 6,100 |
Former Major Stockholder [Member] | ||
Advances from related parties | $ 6,100 |
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