UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FormFORM 10-K


[X]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020

(Mark One) OR


[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                       to                           


For the fiscal year ended:

September 30, 2017


[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _____ to _____


Commission file numbernumber: 1-32522001-32522


Trafalgar Resources, Inc.China Foods Holdings Ltd.

(Exact name of registrant as specified in its charter)


Delaware84-1735478

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Suite 3102, Everbright Center,

108 Gloucester Road

Wanchai, Hong Kong

0000
(Address of Principal Executive Offices)(Zip Code)

Utah91-0974149(852) 3618-8608

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


P.O. Box 2017, Sandy, Utah

84091-2017

 (Address of principal executive offices)    (Zip Code)


Issuer’sRegistrant’s telephone number, (801) 748-1114including area code


Securities registered underpursuant to Section 12(b) of the Exchange Act:


Title of each className of each exchange on which registered
NoneNot Applicable

Title of each class     Name of each exchange on which registered

NoneNot Applicable


Securities registered underpursuant to Section 12(g) of the Exchange Act:


Class “A” Voting Common Stock, no par value


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined inby Rule 405 of the Securities Act

YesAct. [  ] Yes [X] No

No   [X]


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act

Act. [X] Yes [X]

No [  ] No



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 pastpreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] NoYes [  ] No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405(section 232.406 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]







Indicate by check mark if disclosure of delinquent filers in responsepursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]


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


Large accelerated filer [  ]Accelerated filer [  ]
Non-accelerated filer [  ]Smaller reporting company [X]
Emerging growth company [  ]

Large Accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer  [  ] (Do not check if a smaller reporting company)

Smaller reporting company [X]

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 [X]   No [  ] No [X]


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The Registrant’s shares were last sold at a price of $1.01 per share. Although the Registrant’s stock has very few trades and limited volume, based on the last sales price of $1.01 shares held by non-affiliates would have a market value of $253,425.


As of December 15, 2017,March 31, 2021 the Registrant had 5,251,30920,252,309 shares of common stock issued and outstanding.


DOCUMENTS INCORPORATED BY REFERENCE


If the followingNo documents are incorporated into the text by reference, briefly describe them and identify the partreference.

Table of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement, and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed documents should be clearly described for identification purposes: NoneContents




Pages
PART I
Item 1.Business3
Item 2.Properties4
Item 3.Legal Proceedings4
Item 4.Mine Safety Disclosures4
PART II
Item 5.Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities5
Item 6.Selected Financial Data6
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations6
Item 7A.Quantitative And Qualitative Disclosures About Market Risk17
Item 8.Financial Statements and Supplementary Data18
Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosures38
Item 9A.Controls and Procedures38
Item 9B.Other Information38
PART III
Item 10.Directors and Executive Officers, Promoters, Control Persons, and Corporate Governance39
Item 11.Executive Compensation42
Item 12.Security Ownership of Certain Beneficial Owners and Management43
Item 13.Certain Relationships and Related Transactions, and Director Independence43
Item 14.Principal Accountant Fees and Services43
PART IV
Item 15.Exhibits, Financial Statement Schedules44
Signatures45



PART I

ITEM 1.BUSINESS


Item 1. BusinessChina Foods Holdings Ltd. (the “Company” or “CFOO”) was incorporated in Delaware on January 10, 2019. On January 23, 2019, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with Trafalgar Resources, Inc., a Utah corporation (“Trafalgar”). Pursuant to the Agreement, the Company merged with Trafalgar (the “Merger”) with the Company as the surviving entity. Prior to the Merger, Trafalgar had not commenced operations for several years that had resulted in significant revenue and Trafalgar’s efforts had been devoted primarily to activities related to raising capital and attempting to acquire an operating entity.


Prior to the Merger, Trafalgar’s majority stockholder who owned 5,000,000 shares (approximately 95.2%) of the 5,251,309 outstanding shares of Trafalgar’s common stock, par value $0.0001, signed a written consent approving the Merger and the related transactions. Such approval and consent were sufficient under Utah law and Trafalgar’s Bylaws to approve the Merger. The boards of directors and shareholders of the Company and Trafalgar approved the Merger.

Pursuant to the Merger, each share of Trafalgar’s common stock was converted into one share of the Company’s common stock. After the Merger, HY (HK) Financial Investments Co., Ltd. owns 5,001,000 shares of common stock of the Company.

The Merger was effective on March 13, 2019.

On December 11, 2019, the Board of Directors approved a change to its fiscal year-end from September 30 to December 31. As a result of this change, the fiscal year is a 3 months transition period beginning October 1, 2019 through December 31, 2019. In these statements, including the notes thereto, financial results for fiscal 2019 are for a 3-month period. Corresponding results for the years ended September 30, 2019 and 2018 are both for 12-month periods.

On July 9, 2020, the Company was incorporatedconsummated the Share Exchange Agreement (“the “Share Exchange Agreement”) with Elite Creation Group Limited, a private limited company organized under the laws of the state of Utah on October 25, 1972, under the name of Electronic Agricultural Machinery Development Corporation.  In 1974, the Company changed its name to Zenith Development Corporation.  In 1980, the Company changed its name to Alternative Energy Resources, Inc.  In 2004, the Company changed its name to Trafalgar Resources, Inc.


Initially, the Company sought to develop and market inventions, including an asparagus harvester, a hot water saving device and a gas alert signal.  Ultimately, none of the inventions were successful and they were abandoned. The Company ceased to conduct any business and has not conducted any business during the last three years.


Currently, the Company is in the process of investigating potential business ventures which, in the opinion of management, will provide a source of eventual profit to the Company.  Such involvement may take many forms, including the acquisition of an existing business or the acquisition of assets to establish subsidiary businesses.  All risks inherent in new and inexperienced enterprises are inherent in the Company’s business.


The Company is not currently conducting any business, nor has it conducted any business for several years. Therefore, it does not possess products or services, distribution methods, competitive business positions, or major customers.  The Company does not possess any unexpired patents or trademarks and any and all of its licensing and royalty agreements from the inventions it sought to market in the past have since expired, and are not currently valid. The Company does not employ any employees.     


The selection of a business opportunity in which to participate is complex and risky. Additionally, as the Company has only limited resources, it may be difficult to find good opportunities.  There can be no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its stockholders. The Company will select any potential business opportunity based on management's business judgment.


The activities of the Company are subject to several significant risks which arise primarily asBritish Virgin Islands (“ECGL”). As a result of the fact thatacquisition of ECGL, the Company has no specific businessentered into the healthcare product distributing and may acquire or participate inmarketing industry, pursuing a business opportunity basednew strategy of developing and distributing health related products, including supplements, across the globe with a focus on mainland China, Europe and Australia.

Because the Company is a shell company, ECGL will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, ECGL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of ECGL, and the Company’s assets, liabilities and results of operations will be consolidated with ECGL beginning on the decision of management which potentially could act withoutacquisition date. ECGL was the consent, vote, or approvallegal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the Company's stockholders.  The risks faced byaccounting acquirer (ECGL). After completion of the Company are further increased as a resultShare Exchange Transaction, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of its lackthe accounting acquirer.

Effective July 9, 2020, we consummated the acquisition of resourcesECGL, and its inabilitywholly owned subsidiary Guangzhou Xiao Xiang Health Industry Company Limited, a limited liability company organized under the laws of China on March 8, 2017. Alpha Wellness (HK) Limited, a limited liability company organized under the laws of Hong Kong on April 24, 2019, is a holding company.

Guangzhou Xiao Xiang Health Industry Company Limited

Our Products and Services

Our health products are designed to help enhance immunity and improve general wellbeing. We provide the following categories of healthcare products and customized healthcare consultation services in China: (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement and (iv) Skincare. The products target all age groups with different needs.

Our products are taken as healthcare supplements in accordance with the principles of traditional Chinese medicine including the principle complementary medicine and ideal ratios and combinations of ingredients.

3

Markets and Regions

The Great Health Industry refers to production, operation, service and information dissemination, maintenance, restoration, and promotions linked to health. It covers medical products, health supplements, nutritional foods, medical devices, health appliances, fitness, health management, health consulting and many other production and service areas closely related to human health. The Great Health Industry is an emerging industry with huge market potential, especially in China.

According to the “China Great Health Industry Strategic Planning and Enterprise Strategy Consulting Report” published by Qianzhan Industry Institute (前瞻產業研究院), the scale of the Great Health Industry in 2017 was USD 947.42 billion, which increased to over USD 1,069.66 billion in 2018. The report predicted USD 1,341.66 billion volume for 2019 and forecast over USD 1,528.09 billion for 2020. In the years till 2023, the average annual compound growth rate will be approximately 12.55%, and with the Great Health Industry reaching approximately USD 2,153.08 billion in 2023.

Our Strategies

We are focused on achieving long-term growth in revenues, cash flow and profit. We believe that we can achieve this by developing multiple distribution channels and strengthening our marketing and promotions, leading to better product turnover and revenue. We also expect to broaden our product range as well as product differentiation in the future. Based on the business experience accumulated over the years, we believe we can improve the efficiency of our supply chain with time-saving and cost-saving supply chain management and marketing planning for the target customer base with our one-stop service.

Our primary aims are (i) to strengthen our product salability; (ii) to cut logistics cost and time spent and (iii) to further expand the market share in China. Toward this end, we plan to pursue the following business strategies:

Collaborate with third-party e-commerce platforms to boost product exposure, e.g. Tmall, Jingdong mall
Deliver healthcare knowledge and consultation service via social media and We-media
Build brand image and reputation through customer experience and word of mouth
Increase the number of downstream distributors and wholesalers
Strengthen the relationship with manufacturers, suppliers, drug agents and distributors
Pursue strategic acquisitions and partnerships

We intend to develop both online and offline distribution channels to increase sales volume and revenue. We expect to partner with third party e-commerce platforms, social media and We-media such as Wechat, TikTok and Xiaohongshu to build our online presence. We believe that online channels will allow us to provide real-time nutrition and healthcare consultation services as well as increase customer engagement and retention. Starting from the second half of 2020, we have launched our “nutrition consulting” support services using a prospective business opportunitymajor social media software to allow customer groups to receive pre-purchase consultation and after-sales service for products anytime and anywhere.

Our current offline sales channel relies on distributors and sales agents. To enhance the visibility and marketability of our products and services and to improve brand recognition and awareness, we hope to develop store-in-shop and counter experiences. We also intend to partner with significant capital.high-end gyms to form nutrition clubs and hold weight-loss training camps, health assessment and fitness training camps and other activities.

We intend to create a ‘one-stop’ solution for our customers by creating a multi-channel health product supply and retail system. We not only provide personalized consultation service to our customers, but also summarize and analyze our customer feedback and experiences through our consultation service and after-sales service. We intend to share this data with our manufacturers and supply chain partners to develop products and services that better meet the demands of our customers. By pooling and addressing the needs of downstream businesses and combining it with the Consumer to Manufacturer model for upstream transformation, we anticipate establishing a close relationship between manufacturers and suppliers. We believe this model can also reduce circulation costs and improve the efficiency of our supply chain.

ITEM 2.PROPERTIES


Item 2. PropertiesThe Company’s operating office is located at No. 11, Qingbo Road, Ersha Island, Yuexiu District, Guangzhuou, China, and is comprised of 250 square meters. According to the lease, we are obligated to pay a quarterly rent of RMB 159,136 (approximately US $24,000) during the term. The lease expires on December 31, 2020. The Company entered a new lease which expires on March 31, 2026. According to the new lease, we are obligated to pay a average quarterly rent of RMB118,026 (approximately US $18,100) during the term.


The Company owns no properties andalso utilizes space on a rent-free basis in the office of its principal stockholder, Anthony Brandon Escobar.located at Suite 3102, Everbright Center, 108 Gloucester Road, Wanchai, Hong Kong. This arrangement is expected to continue until such time as the Company becomes involved in a business venture which necessitates its relocation, as to which no assurances can be given.  The Company has no agreements with respect to the maintenance or future acquisition of the office facilities; however, if a successful merger/acquisition is negotiated, it is anticipated that the office of the Company will be moved to that of the acquired company.  foreseeable future.


The Company is not actively engaged in conducting any business.  Rather, the Company is in the process of investigating potential business ventures which, in the opinion of management, will provide a source of eventual profit to the Company.  Therefore, the Company does not presently intend to invest in real estate or real estate securities, nor has it formulated any investment policies regarding investments in real estate, real estate mortgages, or securities of or interests in persons engaged in real estate activities.

ITEM 3.LEGAL PROCEEDINGS


Item 3. Legal ProceedingsWe may be subject to litigation from time to time as a result of our normal business operations. Presently, there are no material pending legal proceedings to which we are a party or as to which any of our property is subject, and no such proceedings are known to be threatened or contemplated against us.


None.


ITEM 4.MINE SAFETY DISCLOSURES

Item 4. Mine Safety Disclosures


Not Applicable

The Company has no mining operations.


PART II

ITEM 5.MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.


The Company’s common stock is quoted on the OTCQBOTC Markets under the symbol “TFLG.”“CFOO” (former symbol “TFLG”). Set forth below are the high and low bid prices for the Company'sCompany’s Common Stock for the respective quarters. Although the Company'sCompany’s common stock is quoted on the OTCQBOTC Markets it has traded sporadically with no real volume and there is currently no ask price. Consequently, the information provided below may not be indicative of the Company'sCompany’s common stock price under different conditions.


Quarter Ended

High Bid

Low Bid

September 2017

$1.01

$0.55

June 2017

$1.01

$0.55

March 2017

$1.01

$0.55

December 2017

$1.01

$0.55

 

 

 

September 2016

$1.01

$0.50

June 2016

$1.01

$0.50

March 2016

$1.01

$0.50

December 2016

$1.01

$0.50

 

 

 

September 2015

$1.01

$0.50

June 2015

$1.01

$0.50

March 2015

$1.01

$0.50

December 2015

$1.01

$0.50

 

At December 15, 2017, the bid and ask price for the Company's Common Stock was $1.01 and $0.55.  All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions. There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.


The following table sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the OTC Markets “Pink”. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Quarter Ended High Bid  Low Bid 
December 2020 $1.25  $1.25 
September 2020 $1.25  $1.25 
June 2020 $1.25  $1.25 
March 2020 $1.25  $1.25 
December 2019 $1.25  $1.25 
         
September 2019 $1.25  $1.25 
June 2019 $1.25  $1.25 
March 2019 $1.25  $1.25 
December 2018 $1.25  $1.25 
         
September 2018 $1.50  $1.50 
June 2018 $1.20  $1.05 
March 2018 $1.05  $0.55 
December 2017 $1.01  $0.55 

Holders

At March 30, 2021, the Company had approximately 227 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee or “street name”.

Dividends

Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. We paid no dividends during the periods reported herein, nor do we anticipate paying any dividends in the foreseeable future.

5

Recent Sales of Unregistered Securities


The Company had no sales of securities in 2017 or 2016.  2020 and 2019.


HoldersSecurities authorized for issuance under equity compensation plans – At December 15, 2017, the Company had approximately 229 shareholders of record and beneficial owners based on information obtained from the Company’s transfer agent.


Dividends – Since its inception, the Company has not paid any dividends on its common stock and theThe Company does not anticipate that it will pay dividends inhave securities authorized for issuance under any equity compensation plans.

Performance graph

Not applicable to smaller reporting companies.

Purchases of Equity Securities by the foreseeable future.Issuer and Affiliated Purchasers


The Company did not repurchase any shares of the Company’s common stock during 2020.

ITEM 6.SELECTED FINANCIAL DATA

Item 6.  Selected Financial Data


Not applicable to a smaller reporting company.

Summary of Financial Information


We had no revenues in 2017 or 2016.  We had a net loss of $54,918 for the year ended September 30, 2017.  At September 30, 2017, we had cash and cash equivalents of $15,140 and negative working capital of $275,848.


The following table shows selected summarized financial data for the Company at the dates and for the periods indicated. The data should be read in conjunction with the financial statements and notes included herein beginning on page F-1.


STATEMENT OF OPERATIONS DATA:


 

For the Year Ended

September 30, 2017

For the Year Ended

September 30, 2016

Revenues

$                    -

$               -

General and Administrative Expenses


29,118


26,782

Net Loss

54,918

48,949

Basic Loss per Share

(0.01)

(0.01)

Diluted Loss per Share

(0.01)

(0.01)

Weighted Average Number of Shares Outstanding


5,251,309


5,251,309

Weighted Average Number of Fully Diluted Shares Outstanding



5,251,309



5,251,309


BALANCE SHEET DATA:

 

 

 

September 30, 2017

September 30, 2016

Total Current Assets

$          18,473

$      17,691

Total Assets

18,473

17,691

Total Current Liabilities

294,321

238,621

Working Capital (Deficit)

(275,848)

(220,930)

Stockholders’ Equity (Deficit)


(305,848)


(250,930)

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Special Note Regarding Forward-Looking Statements


This annual reportForm 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Plan of Operation provided below, including information regarding the Company’s financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, plans and objectives of management. The1995. For this purpose, any statements made as part of the Plan of Operationcontained in this Form 10-K that are not statements of historical factsfact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate” or “continue” or comparable terminology are hereby identifiedintended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include by are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

Plan of Operation

We are a health and wellness company that develops, markets, promotes and distributes a variety of customized health and wellness care products and services, including supplements, healthy snacks, meal replacements, skincare products, and nutritional consultation services to consumers in China. We work with certain licensed healthcare food factories to develop and manufacture products and services that are distributed conventionally through sales agents and also through a network of e-commerce and social media platforms.

In addition to products, we are committed to providing customized science based wellness consultation and service programs to customers. Our diverse products and services target health conscious customers and differentiate based upon age and gender and seek to manage different conditions. We reach out to customers fitting certain health and lifestyle profiles through our offline and online consultation services, and track eating habits and health indicators to provide customized products such as “forward-looking statements.”supplements. We believe this will facilitate the ability of customers to monitor, understand and adjust their health practices and lifestyle anytime and anywhere for increased customer engagement and retention.


PLAN OF OPERATION.We conduct our business through our wholly owned subsidiary Guangzhou Xiao Xiang Health Industry Company Limited, a limited liability company organized under the laws of China on March 8, 2017. Alpha Wellness (HK) Limited, a limited liability company organized under the laws of Hong Kong on April 24, 2019, and Elite Creation Group, a limited liability company formed under the laws of the British Virgin Islands formed on September 5, 2018, are holding companies without operations.


6

Our Products and Services

Our health products are designed to help enhance immunity and improve general wellbeing. We provide the following categories of healthcare products and customized healthcare consultation services in China: (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement and (iv) Skincare. The products target all age groups with different needs.

Product categoryRepresentative ProductsDescription
Nutrition Catering SeriesJasmine BeautyMeal replacement and healthy snacks
Special Health Food SeriesPower CentinentProducts that support a healthy active lifestyle and enhance Immunity
Health Supplement SeriesFuli Fruit JuiceFunctional fruit beverages and dietary and nutritional supplements containing resveratrol, anthocyanin, superoxide enzyme
Skincare SeriesTightnessFacial skin care and recovery

Our products are taken as healthcare supplements in accordance with the principles of traditional Chinese medicine including the principle complementary medicine and ideal ratios and combinations of ingredients.

Markets and Regions

The CompanyGreat Health Industry refers to production, operation, service and information dissemination, maintenance, restoration, and promotions linked to health. It covers medical products, health supplements, nutritional foods, medical devices, health appliances, fitness, health management, health consulting and many other production and service areas closely related to human health. The Great Health Industry is an emerging industry with huge market potential, especially in China.

According to the “China Great Health Industry Strategic Planning and Enterprise Strategy Consulting Report” published by Qianzhan Industry Institute (前瞻產業研究院), the scale of the Great Health Industry in 2017 was USD 947.42 billion, which increased to over USD 1,069.66 billion in 2018. The report predicted USD 1,341.66 billion volume for 2019 and forecast over USD 1,528.09 billion for 2020. In the years till 2023, the average annual compound growth rate will be approximately 12.55%, and with the Great Health Industry reaching approximately USD 2,153.08 billion in 2023.

Our Strategies

We are focused on achieving long-term growth in revenues, cash flow and profit. We believe that we can achieve this by developing multiple distribution channels and strengthening our marketing and promotions, leading to better product turnover and revenue. We also expect to broaden our product range as well as product differentiation in the processfuture. Based on the business experience accumulated over the years, we believe we can improve the efficiency of investigatingour supply chain with time-saving and cost-saving supply chain management and marketing planning for the target customer base with our one-stop service.

Our primary aims are (i) to strengthen our product saleability; (ii) to cut logistics cost and time spent and (iii) to further expand the market share in China. Toward this end, we plan to pursue the following business strategies:

Collaborate with third-party e-commerce platforms to boost product exposure, e.g. Tmall, Jingdong mall
Deliver healthcare knowledge and consultation service via social media and We-media
Build brand image and reputation through customer experience and word of mouth
Increase the number of downstream distributors and wholesalers
Strengthen the relationship with manufacturers, suppliers, drug agents and distributors
Pursue strategic acquisitions and partnerships

We intend to develop both online and offline distribution channels to increase sales volume and revenue. We expect to partner with third party e-commerce platforms, social media and We-media such as Wechat, TikTok and Xiaohongshu to build our online presence. We believe that online channels will allow us to provide real-time nutrition and healthcare consultation services as well as increase customer engagement and retention. Starting from the second half of 2020, we have launched our “nutrition consulting” support services using a major social media software to allow customer groups to receive pre-purchase consultation and after-sales service for products anytime and anywhere.

Our current offline sales channel relies on distributors and sales agents. To enhance the visibility and marketability of our products and services and to improve brand recognition and awareness, we hope to develop store-in-shop and counter experiences. We also intend to partner with high-end gyms to form nutrition clubs and hold weight-loss training camps, health assessment and fitness training camps and other activities.

We intend to create a ‘one-stop’ solution for our customers by creating a multi-channel health product supply and retail system. We not only provide personalized consultation service to our customers, but also summarize and analyze our customer feedback and experiences through our consultation service and after-sales service. We intend to share this data with our manufacturers and supply chain partners to develop products and services that better meet the demands of our customers. By pooling and addressing the needs of downstream businesses and combining it with the Consumer to Manufacturer model for upstream transformation, we anticipate establishing a close relationship between manufacturers and suppliers. We believe this model can also reduce circulation costs and improve the efficiency of our supply chain.

7

Competition

We operate in a highly competitive and fragmented industry that is sensitive to price and service. We compete with leading e-commerce companies such as Alibaba (China) which may offer substantially the same or similar product offerings as us. We also compete with businesses that focus on particular merchant categories or markets such as UNI HEALTH (HK stock code: 02211) and ALI HEALTH (HK stock code:0241). We also compete with traditional cash payments and other popular online shopping websites and apps, and other traditional media companies that provide discounts on products and services. We believe the principal competitive factors in our market include the following:

Breadth of member base and the products and services featured.
Close and fast pre-sales and after-sales service response.
Ability to reduce the product turnover time and inventory cost.
Relationship and bargaining power with supplier and manufacturer.
Healthcare product effectiveness and acceptance from customer.
Local presence and understanding of local business trends.
Ability to deliver a high volume of relevant services and information to consumers.
Ability to produce high purchase rates for products and services among members.
Strength and recognition of our brand.

Although we believe we compete favorably on the factors described above, many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, larger product and services offerings, larger customer base and greater brand recognition. These factors may allow our competitors to benefit from their existing customer base with lower development costs or to respond more quickly than we can to new or emerging technologies and changes in customer requirements. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger customer base more effectively than us. Our competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. In addition, although we do not believe that customer payment terms are a principal competitive factor in our market, they may become such a factor, and we may be unable to compete on such terms.

Government and Industry Regulations

We are subject to the general laws in China governing businesses including labor, occupational safety and health, general corporations, intellectual property and other similar laws.

Product Liability and Consumers Protection

Product liability claims may arise if any of our healthcare products have a harmful effect on a consumer, who may make a claim for damages or compensation as an injured party. The General Principles of the Civil Law of the PRC, which became effective in January 1987, state that manufacturers and sellers of defective products causing property damage or injury shall incur civil liabilities for such damage or injuries.

The Product Quality Law of the PRC was enacted in 1993 and amended in 2000 to strengthen the quality control of products and protect consumers’ rights and interests. Under this law, manufacturers and distributors who produce or sell defective products may be subject to confiscation of earnings from such sales, revocation of business ventures which,licenses and imposition of fines, and in severe circumstances, may be subject to criminal liability.

The Law of the PRC on the Protection of the Rights and Interests of Consumers was promulgated on October 31, 1993 and became effective on January 1, 1994 to protect consumers when they purchase or use goods or services. All business operators must comply with this law when they manufacture or sell goods and/or provide services to customers. In extreme situations, product manufacturers and distributors may be subject to criminal liability if their goods or services lead to the death or injuries of customers or other third parties.

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Summary of Financial Information

We have been significantly impacted by COVID-19 global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the opinionglobal financial markets. China and many other countries have issued policies intended to stop or slow the further spread of management, will provide a source of eventual profitthe disease.

COVID-19 and China’s response to the Company.  Such involvementpandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may take many forms, includinghave, and, as a result, the acquisitionultimate effect of an existingthe pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business or the acquisition of assets to establish subsidiary businesses.  our operations.

The Company’s management does not expect to remain involved as management of any acquired business.


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As the Company possesses limited funds, the Company will be extremely limited in its attempts to locate potential business situations for investigation.  The Company intends to commence, on a limited basis, the process of investigating possible merger and acquisition candidates, and believes that the Company’s status as a publicly-held corporation will enhance its ability to locate such potential business ventures.  No assurance can be given as to when the Company may locate suitable business opportunities and such opportunities may be difficult to locate; however, the Company intends to actively search for potential business venturesfollowing table sets forth certain operational data for the foreseeable future.  years ended December 31, 2020 and 2019:


Management anticipates thatSTATEMENT OF OPERATIONS DATA:

  

For the Year Ended December 31, 2020

  For the Year Ended December 31, 2019 
Revenues $1,013,141  $3,382,513 
Cost of revenue  (596,530)  (2,662,292)
Gross profit  416,611   720,221 
Total operating expenses  (887,426)  (631,750)
Total other income  9,554   634 
(Loss) income before income taxes  (461,261)  89,105 
Income tax expense  (8,215)  (6,346)
Net (loss) income  (469,476)  82,759 

Revenue. We generated revenues of $1,013,141 and $3,382,513 for the fiscal years ended December 31, 2020 and 2019. All the major customers are located in the PRC. The significant decreases in the revenue due to its lackthe outbreak of funds, andCOVID-19, we expected the limited amount of its resources, the Company mayrevenue would be restricted to participation in only one potential business venture.  This lack of diversification should be considered a substantial risk because it will not permit the Company to offset potential losses from one venture against gains from another.


Business opportunities, if any arise, are expected to become available to the Company principally from the personal contacts of its officers and directors.  While it is not expected that the Company will engage professional firms specializing in business acquisitions or reorganizations, such firms may be retained if funds become availableincreased in the future once an efficacious COVID-19 vaccine emerges.

During the years ended December 31, 2020, and if deemed advisable.  Opportunities may thus become available2019, the following customers accounted for 10% or more of our total net revenues:

  Year ended December 31, 2020    December 31, 2020 
  Revenues  Percentage of revenues    Accounts receivable 
Guangdong Hualian Health Industry Co., Ltd. $394,158    39%   $   - 
Huaye Little Elephant Health Industry Co., Ltd.   234,547    23%     - 
TOTAL $628,705    62%  Total $- 

  Year ended December 31, 2019    December 31, 2019 
  Revenues  Percentage of revenues    Accounts receivable 
Guangdong Hualian Health Industry Co., Ltd. $1,441,357   43%   $530,196 
Guangzhou Hualian Gome Technology Co., Ltd.   1,192,672   35%     - 
Shenzhen Tengfengtai Trade Co., Ltd.   565,986   17%     - 
TOTAL $3,200,015  95%  Total $530,196 

Cost of Revenue. Cost of revenue as a percentage of net revenue was approximately 58.88% for the fiscal year ended December 31, 2020. Cost of revenue as a percentage of net revenue was approximately 78.71% for the fiscal year ended December 31, 2019. The decrease of cost of revenue as a percentage of net revenue is attributable to a decrease in import of product from professional advisors, securities broker-dealers, venture capitalists, memberssupplier and manufacturer due to the COVID-19 global pandemic.

During the years ended December 31, 2020 and 2019, the following vendors accounted for 10% or more of our purchases:

  Year ended December 31, 2020   December 31, 2020 
Vendor Purchases  Percentage of purchases   Accounts payable 
           
Zhejiang Hongshiliang Group Tiantai Mountain Wuyao Co., Ltd. $219,007   37%   $  - 
Tengfeng (China) Trading Co., Ltd.  71,616   12%    - 
Guangzhou Zeli Pharmaceutical Technology Co., Ltd.  61,222   10%    - 
               
Total: $351,845   59% Total: $- 

  Year ended December 31, 2019   December 31, 2019 
Vendor Purchases  Percentage of purchases   Accounts payable 
           
Heilongjiang Hengyuan Food Co., Ltd. $514,856   31%   $  - 
Guangzhou Meichuntang Medical Technology Co., Ltd.  269,262   16%    - 
Guangzhou Fancai Packaging and Printing Co., Ltd.  263,621   16%    - 
Guangzhou Zeli Pharmaceutical Technology Co. , Ltd.  262,462   16%    - 
Guangzhou Kinton FSMP Co., Ltd.  251,510   15%    - 
               
Total: $1,561,711   94% Total: $- 

Gross Profit. We achieved a gross profit of $416,611 and $720,221 for the fiscal years ended December 31, 2020, and 2019, respectively. The decrease in gross profit is primarily attributable to the decrease in revenue.

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $728,994 and $490,865 for the fiscal years ended December 31, 2020, and 2019, respectively. The increase in G&A is primarily attributable to operation and business model restructuring.

Other Income, net. We incurred net other income of $9,554 for the fiscal year ended December 31, 2020, as compared to a net income of $634 for the fiscal year ended December 31, 2019. Our net other income for the year ended December 31, 2020 consisted of the financial community,subsidy funds from Government.

Income Tax Expense. We recorded income tax expense of $8,215 and $6,346 for the fiscal years ended December 31, 2020 and 2019. The increase in our income tax expenses is primarily attributable to our increase in revenues from Hong Kong.

Net (Loss) Income. During the year ended December 31, 2020, we incurred a net loss of $469,476, as compared to a net income $82,759 for the year ended December 31, 2019.The significant decreases due to a significant decrease in the revenue due to the outbreak of COVID-19, and increase in G&A is primarily attributable to operation and business model restructuring.

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Liquidity And Capital Resources

As of December 31, 2020, we had cash and cash equivalents of $1,006,394, inventories of $206,272, and prepayments and other receivables of $121,501.

As of December 31, 2019, we had cash and cash equivalents of $634,492, accounts receivable of $530,196, inventories of $111,617, prepayments and other receivables of $320,818, amount due from a director of $11,744 and operating right-of-use assets of $70,819.

We believe that our current cash and other sources of unsolicited proposals. In certain circumstances,liquidity discussed below are adequate to support general operations for at least the Company may agree to pay a finder’s fee or other form of compensation, including perhaps one-time cash payments, payments based upon a percentage of revenues or sales volume, and/or payments involving the issuance of securities, for services provided by persons who submit a business opportunity in which the Company shall decide to participate, although no contracts or arrangements of this nature presently exist.  The Company is unable to predict at this time the cost of locating a suitable business opportunity.next 12 months.


  Years Ended December 31, 
  2020  2019 
Net cash generated from operating activities $343,657  $705,972 
Net cash used in investing activities  (67,862)  (123,919)
Net cash generated from financing activities  45,862   19,351 

The analysis of business opportunities will be undertaken by or under the supervision of the Company’s management, none of whom is a professional analyst and none of whom have significant general business experience.  Among the factors which management will consider in analyzing potential business opportunities are the available technical, financial and managerial resources; working capital and financial requirements; the history of operation, if any; future prospects; the nature of present and anticipated competition; potential for further research, developments or exploration; growth and expansion potential; the perceived public recognition or acceptance of products or services; name identification, and other relevant factors.  Net Cash Generated From Operating Activities.


It is not possible at present to predict the exact matter in which the Company may participate in a business opportunity.  Specific business opportunities will be reviewed and, based upon such review, the appropriate legal structure or method of participation will be decided upon by management.  Such structures and methods may include, without limitation, leases, purchase and sale agreements, licenses, joint ventures; and may involve merger, consolidation or reorganization.  The Company may act directly or indirectly through an interest in a partnership, corporation or reorganization.  However, it is most likely that any acquisition of a business venture the Company would make would be by conducting a reorganization involving the issuance of the Company’s restricted securities. Such a reorganization may involve a merger (or combination pursuant to state corporate statutes, where one of the entities dissolves or is absorbed by the other), or it may occur as a consolidation, where a new entity is formed and the Company and such other entity combine assets in the new entity.  A reorganization may also occur, directly or indirectly, through subsidiaries, and there is no assurance that the Company would be the surviving entity.  Any such reorganization could result in loss of control of a majority of the shares.  The Company’s present directors may be required to resign in connection with a reorganization.  


The Company may choose to enter into a venture involving the acquisition of or merger with a company which does not need substantial additional capital but desires to establish a public trading market of its securities.  Such a company may desire to consolidate its operations with the Company through a merger, reorganization, asset acquisition, or other combination, in order to avoid possible adverse consequences of undertaking its own public offering.  (Such consequences might include expense, time delays or loss of voting control.)  In the event of such a merger, the Company may be required to issue significant additional shares, and it may be anticipated that control over the Company’s affairs may be transferred to others.


As part of their investigation of acquisition possibilities, the Company’s management may meet with executive officers of the business and its personnel; inspect its facilities; obtain independent analysis or verification of the information provided, and conduct other reasonable measures, to the extent permitted by the Company’s limited



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resources and management’s limited expertise.  Generally, the Company intends to analyze and make a determination based upon all available information without reliance upon any single factor as controlling.  


In all likelihood, the Company’s management will be inexperienced in the areas in which potential businesses will be investigated and in which the Company may make an acquisition or investment.  Thus, it may become necessary for the Company to retain consultants or outside professional firms to assist management in evaluating potential investments.  The Company can give no assurance that it will be able to find suitable consultants or managers.  The Company has no policy regarding the use of consultants, however, if management, in its discretion, determines that it is in the best interests of the Company, management may seek consultants to review potential merger or acquisitions candidates.  There are currently no contracts or agreements between any consultant and any companies that are searching for “shell” companies with which to merge.


It may be anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention, and substantial costs for accountants, attorneys and others.  Should a decision thereafter be made not to participate in a specific business opportunity, it is likely that costs already expended would not be recoverable.  It is likely, in the event a transaction should eventually fail to be consummated, for any reason, that the costs incurred by the Company would not be recoverable.  The Company’s officers and directors are entitled to reimbursement for all expenses incurred in their investigation of possible business ventures on behalf of the Company, and no assurance can be given that if the Company has available funds they will not be depleted in such expenses.  


Based on current economic and regulatory conditions, management believes that it is possible, if not probable, for a company like the Company, without many assets or many liabilities, to negotiate a merger or acquisition with a viable private company.  The opportunity arises principally because of the high legal and accounting fees and the length of time associated with the registration process of “going public.”  However, should any of these conditions change, it is very possible that there would be little or no economic value for anyone taking over control of the Company.


LIQUIDITY AND CAPITAL RESOURCES


As of September 30, 2017, the Company had $18,473 in assets and liabilities of $324,321.  As of September 30, 2017, the Company had a negative working capital of $275,848. The Company had a negative working capital of $220,930 as of September 30, 2016.  The Company has only incidental ongoing expenses primarily associated with maintaining its corporate status and maintaining the Company’s reporting obligations to the Securities and Exchange Commission. Current management has indicated a willingness to help support the Company’s ongoing expenses through the purchase of securities of the Company.


For the twelve months ended September 30, 2017, the Company had $29,118 in general and administrative expenses related to maintaining its corporate status, paying accounting and legal fees and $25,700 in interest expenses. Management anticipates continuing expenses related to investigating business opportunities and legal and accounting cost.  Additionally, since the Company is reliant on debt, interest expenses will continue to increase. For the year ended September 30, 2017,December 31, 2020, net cash generated from operating activities was $343,657, which consisted primarily of the Company had a net lossdecrease in prepayment and other receivables of $54,918 compared to a loss$199,317, decrease in accounts receivables of $48,949 for$530,196, increase in accrued liabilities and other payables of $2,316, increase in accounts payables of $7,827, increase in tax payables of $8,219, increase in inventories of $94,655, an increase in lease liabilities of $47, and increase in customer deposit of $13,044.

For the year ended September 30, 2016.


Since inception, the Company has notDecember 31, 2019, net cash generated significant revenue, and it is unlikely that any revenue will be generated until the Company locates a business opportunity withfrom operating activities was $705,972, which to acquire or merge.  Managementconsisted primarily of the Company will be investigating various business opportunities.  These efforts may cost the Company not only outdecrease in prepayment and other receivables of pocket expenses for its management but also expenses associated with legal$455,091, increase in accounts receivables of $484,998, decrease in accrued liabilities and accounting costs.  There can be no guarantee that the Company will receive any benefits from the effortsother payables of management$1,120, offset by an decrease in inventories of $789,290, a decrease in lease liabilities of $81,864 and decrease in customer deposit of $177,761.

We expect to locate business opportunities.


Management does not anticipate employing any employees in the future until a merger or acquisition can be accomplished.  Management will continue to rely on outside consultantscash generated through financing from our existing shareholders and private placements of our securities, however, to assist in its corporate filing requirements.  finance our operations and future acquisitions.




RESULTS OF OPERATIONS


Net Cash Used In Investing Activities.

The Company has not had any revenue since inception.  The Company continues to suffer losses related to maintaining its corporate status and reporting obligations.  Additionally, with the Company reliant on debt financing, interest expenses continue to increase.  

For the year ended September 30, 2017, we incurred a lossDecember 31, 2020, net cash used in investing activities was $67,862, consisted primarily of $54,918purchase of plant and had no revenue as compared to a lossequipment of $48,949 for$75,060, and cash from acquisition of legal acquirer of $7,198.

For the year ended September 30, 2016, with no revenue.December 31, 2019, net cash used in investing activities was $123,919, consisted primarily of purchase of plant and equipment of $120,622, and purchase of intangible assets of $3,297.


Off-balance sheet arrangements.Net Cash Generated From Financing Activities.


For the year ended December 31, 2020, net cash generated from financing activities was $45,862, consisting primarily of advance from a related company of $125,257, and repayment of lease liabilities of $79,395.

For the year ended December 31, 2019, net cash generated from financing activities was $19,351, consisting primarily of advance from a related company.

Material Commitments

As of the date of this Annual Report, we do not have any material commitments.

Off-Balance Sheet Arrangements.

The Company does not have any off-balance sheet arrangements and it is not anticipated that the Company will enter into any off-balance sheet arrangements.

Summary of Significant Accounting Policies

Basis of presentation and consolidation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges.

The consolidated financial statements are presented in US Dollars and include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2020 and December 31, 2019, there was no allowance for doubtful accounts.

Inventories

Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Costs include material and manufacturing overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of December 31, 2020 and 2019, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

Expected useful livesResidual value
Furniture, fixture and equipment3 years5%
Motor vehicle3.33 to 4 years5%

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

Intangible assets

Intangible assets represented trademarks of their products and are stated at cost less accumulated amortization and any recognized impairment loss. Amortization is provided over the term of their registrations on a straight-line basis, which is 10 years and will expire in 2028.

Amortization expense for the years ended December 31, 2020 and 2019 was $487 and $208, respectively.

Impairment of long-lived assets

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment, as well as intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the periods presented.

Revenue recognition

The Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

identify the contract with a customer;
identify the performance obligations in the contract;
determine the transaction price;
allocate the transaction price to performance obligations in the contract; and
recognize revenue as the performance obligation is satisfied.

The Company recognizes revenue from the sale of their healthcare products upon delivery to the customers, whereas the title and risk of loss are fully transferred to the customers. The Company records its revenues, net of value added taxes (“VAT”). The Company is subject to VAT which is levied on the majority of the products at the rate of 17% on the invoiced value of sales. The Company experienced no product returns and recorded no reserve for sales returns for the years ended December 31, 2020 and 2019.

Income taxes

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations.

The reporting currency of the Company is United States Dollar (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong SAR and the People’s Republic of China and maintain its books and record in its local currency, Hong Kong Dollars (“HK$”) and Renminbi (“RMB”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholder’s equity.

Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

Comprehensive income

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Retirement plan costs

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service is provided.

Leases

The Company adopted Topic 842, Leases (“ASC 842”), using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date of January 1, 2019 as its date of initial application, with prior periods unchanged and presented in accordance with the previous guidance in Topic 840, Leases (“ASC 840”).

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

Lease expense is recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term.

The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.

Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. 

Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. 

Level 3Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Recently Adopted Accounting Standards

In June 2016, the FASB issued guidance that affects loans, trade receivables and any other financial assets that have the contractual right to receive cash. Under the new guidance, an entity is required to recognize expected credit losses rather than incurred losses for financial assets. The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company adopted the new guidance effective January 1, 2020, with no material impact to the Company’s consolidated financial position, results of operations or cash flows.

In August 2018, the FASB issued guidance which modifies certain disclosure requirements over fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019, including all interim periods within that fiscal year. The Company adopted the new guidance effective January 1, 2020. The Company does not currently classify any of its derivative contracts or restoration plan assets as Level 3 assets or liabilities, nor did the Company have any transfers amongst fair value levels during the year ended December 31, 2020. As a result, the guidance did not have an impact on Company’s the fair value measurement disclosures upon adoption.

In January 2017, the FASB issued guidance which eliminates the second step from the traditional two-step goodwill impairment test. Under current guidance, an entity performed the first step of the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount; if an impairment loss was indicated, the entity computed the implied fair value of goodwill to determine whether an impairment loss existed, and if so, the amount to recognize. Under the new guidance, an impairment loss is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value (the Step 1 test), with no further testing required. Any impairment loss recognized is limited to the amount of goodwill allocated to the reporting unit. The new guidance is effective for public companies that are Securities and Exchange Commission (“SEC”) registrants for fiscal years beginning after December 15, 2019. The Company adopted the new guidance on January 1, 2020, and applied the guidance prospectively to its goodwill impairment tests.

Accounting Standards Not Yet Adopted as of December 31, 2020

In December 2019, the FASB issued new guidance to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The new guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements.

In March 2020, the FASB issued guidance to address certain accounting consequences from the anticipated transition from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The new guidance contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and may be elected over time as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based on matches the index of the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

17

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Item 8.China Foods Holdings Ltd

Index to

Consolidated Financial Statements

Pages
Report of Independent Registered Public Accounting Firm19
Consolidated Balance Sheets20
Consolidated Statements of Operations and Comprehensive (Loss) Income21
Consolidated Statements of Changes in Shareholders’ Equity22
Consolidated Statements of Cash Flows23
Notes to Consolidated Financial Statements24

18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and Supplementary Datathe board of directors of


China Foods Holdings Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of China Foods Holdings Limited (the “Company”) as of December, 31 2020 and 2019 (restated) and the related consolidated statements of operations and comprehensive (loss) income, shareholders’ equity, and cash flows for the years ended December 31, 2020 and 2019 (restated), and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019 (restated), and the results of its operations and its cash flows for the years ended December 31, 2020 and 2019 (restated), in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial report. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinions.

/s/ HKCM CPA& Co.
Certified Public Accountants

We have served as the Company’s auditor since 2020.

Hong Kong, China

April 13, 2021

China Foods Holdings Ltd.

Consolidated Balance Sheets

(Currency expressed in United States Dollars (“US$”), except for number of shares)

  December 31, 2020  December 31, 2019 
     (Restated) 
ASSETS        
         
Current Assets        
Cash and cash equivalents $1,006,394  $634,492 
Accounts receivable  -   530,196 
Prepayments and other receivables  121,501   320,818 
Inventories  206,272   111,617 

Amount due from a director

  -   11,744 
Right-of-use assets  -   70,819 
Total Current Assets  1,334,167   1,679,686 
         
Non-Current Assets        
Plant and equipment  193,621   181,309 
Intangible assets  4,353   4,564 
Total Non-Current Assets  197,974   185,873 
         
TOTAL ASSETS $1,532,141  $1,865,559 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
         
Current Liabilities        
Accounts payable $7,827  $- 
Accrued liabilities and other payables  2,316   - 
Customer deposits  409,924   389,922 
Lease liabilities  -   75,304 
Amount due to a director  68,953   - 
Amount due to a related company  199,964   3,038 
Tax payable  8,319   - 
Total Liabilities  697,303   468,264 
         

Commitment and contingents

  -   - 
         
Shareholders’ Equity        
Common stock $0.0001 par value, 100,000,000 shares authorized, 20,252,309 and 15,000,000 shares issued and outstanding as of December 31, 2020 and 2019 respectively  2,025   1,500 
Additional paid-in capital  1,290,355   1,290,355 
Accumulated other comprehensive income (loss)  5,244   (54,001)
(Accumulated deficit) retained earnings  (462,786)  159,441 
Total Shareholders’ Equity  834,838  1,397,295 
         
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $1,532,141  $1,865,559 

The accompanying notes are an integral part of these consolidated financial statements

China Foods Holdings Ltd.

Consolidated Statements of Operations and Comprehensive (Loss) Income

(Currency expressed in United States Dollars (“US$”), except for number of shares)

  Years ended December 31, 
  2020  2019 
     (Restated) 
Revenue, net $1,013,141  $3,382,513 
         
Cost of revenue  (596,530)  (2,662,292)
         
Gross profit  416,611   720,221 
         
Operating expenses        
Selling and distribution expenses  158,432   140,885 
General and administrative expenses  728,994   490,865 
Total operating expenses  887,426   631,750 
         
(Loss) income from operation  (470,815)  88,471 
         
Other income:        
Interest income  2,602   379 
Sundry income  6,952   255 
Total other income  9,554   634 
         
(Loss) income before income tax  (461,261)  89,105 
         
Income tax expenses  (8,215)  (6,346)
         
NET (LOSS) INCOME $(469,476) $82,759 
         
Other comprehensive loss        
Foreign currency adjustment gain (loss)  59,245   (16,680)
         
Comprehensive (loss) income $(410,231) $66,079 
         
Net (loss) income per common share        
Basic and diluted $(0.03) $0.01 
         
Weighted average number of common share        
Basic and diluted  17,525,701   15,000,000 

The accompanying notes are an integral part of these consolidated financial statements.

CHINA FOODS HOLDINGS LTD.

Consolidated Statements of Changes in Shareholders’ Equity

(Currency expressed in United States Dollars (“US$”), except for number of shares) 

  Common Stock  Additional paid-in  Retained earnings (accumulated  Accumulated other comprehensive  

Total

shareholders’

 
  Share  Amount  capital  deficit)  (loss) income  equity 
Balances at December 31, 2018 (restated)  15,000,000  $1,500  $1,290,355  $76,682  $(37,321) $1,331,216 
                         
Foreign currency translation adjustment  -   -   -       (16,680)  (16,680)
                         
Net income for the year  -   -   -   82,759   -   82,759 
                         
Balances at December 31, 2019  15,000,000  $1,500  $1,290,355  $159,441  $(54,001) $1,397,295 
                         
Foreign currency translation adjustment  -   -   -   -   59,245   59,245 
                         
Shares issued for acquisition of legal acquirer  5,252,309   525   -   (152,751)  -   (152,226)
                         
Net loss for the year  -   -   -   (469,476)  -   (469,476)
                         
Balances at December 31, 2020  20,252,309  

$

2,025  $1,290,355  $(462,786) $5,244  $834,838 

The accompanying notes are an integral part of these consolidated financial statements.

China Foods Holdings Ltd

Consolidated Statements of Cash Flows

(Currency expressed in United States Dollars (“US$”))

  Years ended December 31, 
  2020  2019 
      
Cash flow from operating activities:        
Net (loss) income $(469,476) $82,759 
Adjustments to reconcile net (loss) income to net cash generated from operating activities        
Depreciation  71,472   38,018 
Amortization  487   208 
Non-cash lease expense  74,863   86,349 
   (322,654)  207,334 
Change in operating assets and liabilities:        
Accounts receivable  530,196   (484,998)
Prepayments and other receivables  199,317   455,091 
Inventories  (94,655)  789,290 
Accounts payable  7,827   - 
Accrued liabilities and other payables  2,316   (1,120)
Customer deposits  13,044   (177,761)
Tax payable  8,219   - 
Lease liabilities  47  (81,864)
Net cash generated from operating activities  343,657   705,972 
         
Cash flow from investing activities        
Purchase of plant and equipment  (75,060)  (120,622)
Cash from acquisition of legal acquirer  7,198   - 
Purchase of intangible assets  -   (3,297)
         
Net cash used in investing activities  (67,862)  (123,919)
         
Cash flow from financing activities:        
Repayment of lease liabilities  (79,395)  - 

Advance from a related company

  125,257   19,351 
Net cash generated from financing activities  45,862   19,351 
         
Foreign currency translation adjustment  50,245   (17,352)
         
Net change in cash and cash equivalents  371,902   584,052 
         
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR  634,492   50,440 
         
CASH AND CASH EQUIVALENTS, END OF YEAR $1,006,394  $634,492 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $6,346 

The accompanying notes are an integral part of these consolidated financial statements.

23

China Foods Holdings Ltd

Notes to Consolidated Financial Statements

(Currency expressed in United States Dollars (“US$”), except for number of shares) 

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

China Foods Holdings Ltd. (the “Company” or “CFOO”) was incorporated in Delaware on January 10, 2019. On January 23, 2019, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with Trafalgar Resources, Inc., a Utah corporation (“Trafalgar”). Pursuant to the Agreement, the Company merged with Trafalgar (the “Merger”) with the Company as the surviving entity. Prior to the Merger, Trafalgar had not commenced operations for several years that had resulted in significant revenue and Trafalgar’s efforts had been devoted primarily to activities related to raising capital and attempting to acquire an operating entity.

Prior to the Merger, Trafalgar’s majority stockholder who owned 5,000,000 shares (approximately 95.2%) of the 5,251,309 outstanding shares of Trafalgar’s common stock, par value $0.0001, signed a written consent approving the Merger and the related transactions. Such approval and consent were sufficient under Utah law and Trafalgar’s Bylaws to approve the Merger. The boards of directors and shareholders of the Company and Trafalgar approved the Merger.

Pursuant to the Merger, each share of Trafalgar’s common stock was converted into one share of the Company’s common stock. After the Merger, HY (HK) Financial Investments Co., Ltd. owned 5,001,000 shares of common stock of the Company.

The Merger was effective on March 13, 2019.

On December 11, 2019, the Board of Directors approved a change to its fiscal year-end from September 30 to December 31. As a result of this change, the fiscal year is a 3 months transition period beginning October 1, 2019 through December 31, 2019. In these statements, including the notes thereto, financial results for fiscal 2019 are for a 3-month period. Corresponding results for the years ended September 30, 2019 and 2018 are both for 12-month periods.

On July 9, 2020, the Company consummated the Share Exchange Agreement (“the “Share Exchange Agreement”) with Elite Creation Group Limited, a private limited company organized under the laws of British Virgin Islands (“ECGL”). As a result of the acquisition of ECGL, the Company entered into the healthcare product distributing and marketing industry, and then pursue a new strategy of developing and distributing health related products, including supplements, across the globe with a focus on mainland China, Europe and Australia.

Because the Company is a shell company, ECGL will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, ECGL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of ECGL, and the Company’s assets, liabilities and results of operations will be consolidated with ECGL beginning on the acquisition date. ECGL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (ECGL). After completion of the Share Exchange Transaction, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and consolidation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges.

The consolidated financial statements are presented immediatelyin US Dollars and include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal.

The following table depicts the signature pageidentity of the Company’s subsidiaries:

NamePlace of incorporation
and kind of
legal entity
Principal activitiesParticulars of registered/
paid up share capital
Effective interest
held
Elite Creation Group LimitedBVI, a limited liability companyInvestment holding50,000 issued shares of US$1each100%
Alpha Wellness (HK) LimitedHong Kong, a limited liability companyInvestment holding300,000 issued shares of HK$300,000100%
Guangzhou Xiao Xiang Health Industry Company LimitedThe PRC, a limited liability companySales of healthcare productsRMB8,300,000100%

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2020 and December 31, 2019, there was no allowance for doubtful accounts.

Inventories

Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Costs include material and manufacturing overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of December 31, 2020 and 2019, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

Expected useful livesResidual value
Furniture, fixture and equipment3 years5%
Motor vehicle3.33 to 4 years5%

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

Intangible assets

Intangible assets represented trademarks of their products and are stated at cost less accumulated amortization and any recognized impairment loss. Amortization is provided over the term of their registrations on a straight-line basis, which is 10 years and will expire in 2028.

Amortization expense for the years ended December 31, 2020 and 2019 was $487 and $208, respectively.

Impairment of long-lived assets

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment, as well as intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the periods presented.

Revenue recognition

The Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

identify the contract with a customer;
identify the performance obligations in the contract;
determine the transaction price;
allocate the transaction price to performance obligations in the contract; and
recognize revenue as the performance obligation is satisfied.

The Company recognizes revenue from the sale of their healthcare products upon delivery to the customers, whereas the title and risk of loss are fully transferred to the customers. The Company records its revenues, net of value added taxes (“VAT”). The Company is subject to VAT which is levied on the majority of the products at the rate of 17% on the invoiced value of sales. The Company experienced no product returns and recorded no reserve for sales returns for the years ended December 31, 2020 and 2019.

Income taxes

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations.

The reporting currency of the Company is United States Dollar (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong SAR and the People’s Republic of China and maintain its books and record in its local currency, Hong Kong Dollars (“HK$”) and Renminbi (“RMB”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholder’s equity.

Translation of amounts from HK$ and RMB into US$ have been made at the following exchange rates for the years ended December 31, 2020 and 2019.

Years ended December 31, 2020 and 2019

  2020  2019 
Year-end HK$:US$ exchange rate  0.12899   0.12842 
Annual average HK$:US$ exchange rate  0.12893   0.12764 
Year-end RMB:US$ exchange rate  0.15307   0.14354 
Annual average RMB:US$ exchange rate  0.14503   0.14478 

Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

Comprehensive income

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Retirement plan costs

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service is provided.

Leases

The Company adopted Topic 842, Leases (“ASC 842”), using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date of January 1, 2019 as its date of initial application, with prior periods unchanged and presented in accordance with the previous guidance in Topic 840, Leases (“ASC 840”).

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

Lease expense is recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term.

The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.

Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this Form 10-K.time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.


ItemFair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Recently Adopted Accounting Standards

In June 2016, the FASB issued guidance that affects loans, trade receivables and any other financial assets that have the contractual right to receive cash. Under the new guidance, an entity is required to recognize expected credit losses rather than incurred losses for financial assets. The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company adopted the new guidance effective January 1, 2020, with no material impact to the Company’s consolidated financial position, results of operations or cash flows.

In August 2018, the FASB issued guidance which modifies certain disclosure requirements over fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019, including all interim periods within that fiscal year. The Company adopted the new guidance effective January 1, 2020. The Company does not currently classify any of its derivative contracts or restoration plan assets as Level 3 assets or liabilities, nor did the Company have any transfers amongst fair value levels during the year ended December 31, 2020. As a result, the guidance did not have an impact on Company’s the fair value measurement disclosures upon adoption.

In January 2017, the FASB issued guidance which eliminates the second step from the traditional two-step goodwill impairment test. Under current guidance, an entity performed the first step of the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount; if an impairment loss was indicated, the entity computed the implied fair value of goodwill to determine whether an impairment loss existed, and if so, the amount to recognize. Under the new guidance, an impairment loss is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value (the Step 1 test), with no further testing required. Any impairment loss recognized is limited to the amount of goodwill allocated to the reporting unit. The new guidance is effective for public companies that are Securities and Exchange Commission (“SEC”) registrants for fiscal years beginning after December 15, 2019. The Company adopted the new guidance on January 1, 2020, and applied the guidance prospectively to its goodwill impairment tests.

Accounting Standards Not Yet Adopted as of December 31, 2020

In December 2019, the FASB issued new guidance to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The new guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements.

In March 2020, the FASB issued guidance to address certain accounting consequences from the anticipated transition from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The new guidance contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and may be elected over time as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based on matches the index of the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

NOTE 3: PREPAYMENTS AND OTHER RECEIVABLES

Prepayments and other receivable consisted of the following:

  December 31, 2020  December 31, 2019 
         
Prepayments $7,712  $13,704 
Purchase deposits  -   273,018 
Other deposits  119   23,421 
Other receivables  113,670   10,675 
  $121,501  $320,818 

Purchase deposits represented deposit payments made to vendors for procurement, which are interest-free, unsecured and relieved against accounts payable when goods are received by the Company.

NOTE 4: INVENTORIES

Inventories consisted of the following:

  December 31, 2020  December 31, 2019 
       
Packing materials $21,527  $67,001 
Finished goods  184,745   44,616 
  $206,272  $111,617 

For the years ended December 31, 2020 and 2019, no allowance for obsolete inventories was recorded by the Company.

NOTE 5: LEASE

The Company leased office and warehouse facilities under various non-cancelable operating leases expiring at the term of 2 to 2.5 year, through December 31, 2020.

Right of use assets and lease liability – right of use are as follows:

  December 31, 2020  December 31, 2019 
         
Right-of-use assets $-  $70,819 

The lease liability – right of use is as follows:

  December 31, 2020  December 31, 2019 
       
Current portion $   -  $75,304 
Non-current portion  -   - 
         
Total $-  $75,304 

As of December 31, 2020, the Company has a new lease agreement leased office and warehouse facilities under various non-cancelable operating leases expiring at the term of 5.25 years effective from January 1, 2021.

NOTE 6: PLANT AND EQUIPMENT

  December 31, 2020  December 31, 2019 
       
Motor vehicle $311,343  $241,289 
Furniture, fixture and equipment  15,465   10,445 
Foreign translation difference, net  10,471   (5,846)
   337,279   245,888 
         
Less: accumulated depreciation  (137,546)  (66,147)
Foreign translation difference, net  (6,112)  1,568 
Plant and equipment, net $193,621  $181,309 

Depreciation expense for the years ended December 31, 2020 and 2019 were $71,472 and $38,018, respectively.

NOTE 7: CUSTOMER DEPOSITS

Customer deposits represented cash paid to the Company from the customer, for which the Company has an obligation to deliver the orders to satisfy with the customers, or to return the funds.

As of December 31, 2020 and 2019, the deposit received from customers was $409,924 and $389,922, respectively.

NOTE 8: AMOUNTS DUE TO A DIRECTOR AND A RELATED COMPANY

As of December 31, 2020, the amounts represented temporary advances to the Company by its director and its related company which were unsecured, interest-free and have no fixed terms of repayments.

As of December 31, 2019, the amounts represented temporary advances made to the Company’s director, which were unsecured, interest-free and repayable on demand.

NOTE 9: SHAREHOLDERS’ (DEFICIT) EQUITY

Common Stock

The Company is authorized, subject to limitations prescribed by Delaware law, to issue up to 100,000,000 shares of common stock with a nominal par value of $0.0001.

Dividend Rights

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine.

Voting Rights

Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Under our Certificate of Incorporation, stockholders do not have the right to cumulate votes for the election of directors.

No Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.

Right to Receive Liquidation Distributions

Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

On July 9, 2020, the Company consummated the Share Exchange Agreement (“the “Share Exchange Agreement”) with Elite Creation Group Limited, a private limited company organized under the laws of British Virgin Islands (“ECGL”), and the shareholders of ECGL. Pursuant to the Share Exchange Agreement, we purchased Fifty Thousand (50,000) shares of ECGL (the “ECGL Shares”), representing all of the issued and outstanding shares of common stock of ECGL. As consideration, the Company agreed to issue to the shareholders of ECGL Fifteen Million (15,000,000) shares of its common stock, at a value of US $0.32 per share, for an aggregate value of $4,800,000.

As of December 31, 2020, a total of 20,252,309 outstanding shares of common stock were issued.

Preferred Stock

The Company is not currently authorized to issue shares of preferred stock. The Certificate of Incorporation however, allows the board of directors to authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock in the event that shares of preferred stock are authorized in the future. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the market price of our common stock and the voting and other rights of the holders of common stock. The Company has no current plans to issue any shares of preferred stock.

NOTE 10: NET (LOSS) INCOME PER SHARE

Basic net (loss) income per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net (loss) income per share. The following table sets forth the computation of basic and diluted net (loss) income per share for the years ended December 31, 2020 and 2019:

  Years ended December 31, 
  2020  2019 
Net (loss) income attributable to common shareholders $(469,476) $82,759 
         
Weighted average common shares outstanding – Basic and diluted  17,525,701   15,000,000 
         
Net (loss) income per share – Basic and diluted $(0.03) $0.01 

NOTE 11: INCOME TAXES

The provision for income taxes consisted of the following:

  Years ended December 31, 
  2020  2019 
       
Current tax $8,215  $6,346 
Deferred tax  -   - 
Income tax expense $8,215  $6,346 

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries: United States of America, Hong Kong and the PRC that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

CFOO is registered in the State of Delaware and is subject to US federal corporate income tax. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the years presented.

For the years ended December 31, 2020 and 2019, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2020 and 2019, the Company has not accrued any penalties on uncertain tax positions.

As of December 31, 2020, the operation in the United States incurred $149,783 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2041, if unutilized. 

BVI

Under the current BVI law, the Company is not subject to tax on income.

Hong Kong

The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2020 and 2019 is as follows:

  Years ended December 31, 
  2020  2019 
       
Income (loss) before income taxes $170,555  $(3,032)
Statutory income tax rate  8.25%  8.25%
Income tax expense at statutory rate  14,070   (250)
Tax adjustments  (3,277)  - 
Tax concession  (2,578)  - 
Net operating loss  -   250 
Income tax expense $8,215  $- 

The PRC

The Company’s subsidiary operating in the PRC is subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2020 and 2019 is as follows:

  Years ended December 31, 
  2020  2019 
       
(Loss) income before income taxes $(482,014) $92,128 
Statutory income tax rate  25%  25%
Income tax expense at statutory rate  (120,503)  23,032 
Tax deduction  -   (16,686)
Net operating loss  120,503   - 
Income tax expense $-  $6,346 

The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2020 and 2019:

  As of December 31, 
  2020  2019 
Deferred tax assets:        
Net operating loss carryforwards        
- United States $31,454  $- 
- Hong Kong  -   - 
- PRC  120,503   - 
   151,957   - 
Less: valuation allowance  (151,957)  - 
Deferred tax assets, net $-  $- 

NOTE 12: PENSION COSTS

The Company is required to make contributions to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in the People’s Republic of China. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the years ended December 31, 2020 and 2019, $12,284 and $23,221 contributions were made accordingly.

NOTE 13: RELATED PARTY TRANSACTIONS

From time to time, the Company’s director and related company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

As of December 31, 2020, the Company owed the balance of $68,953 and $199,964 to its director and a related company, respectively.

As of December 31, 2019, the director owed the balance of $11,744 to the Company and the Company owed the balance of $3,038 to a related company.

The Company has been provided free office space by its stockholder. The management determined that such cost is nominal and did not recognize the rent expense in its consolidated financial statements.

The Company purchased motor vehicles from a related company at the carrying value of $58,296 for the year ended December 31, 2020.

Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

NOTE 14: CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the years ended December 31, 2020 and 2019, the customers who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows:

   Year ended December 31, 2020   December 31, 2020 
Customer  Revenues   Percentage of revenues   Accounts receivable 
              
Customer A $394,158   39%  $- 
Customer B  234,547   23%   - 
                     
Total: $628,705   62% Total:$- 

  Year ended December 31, 2019  December 31, 2019 
Customer Revenues  Percentage of revenues  Accounts receivable 
          
Customer A $1,441,357   43%  $530,196 
Customer C  1,192,672   35%   - 
Customer D  565,986   17%   - 
                   
Total: $3,200,015   95%   Total:$530,196 

All of the Company’s customers are located in the People’s Republic of China.

(b) Major vendors

For the years ended December 31, 2020 and 2019, the vendor who accounts for 10% or more of the Company’s purchases and its outstanding payable balances as at year-end dates, are presented as follows:

  Year ended December 31, 2020   December 31, 2020
Vendor Purchases  Percentage of purchases   Accounts payable
           
Vendor A $219,007   37%  $- 
Vendor B  71,616   12%   - 
Vendor C  61,222   10%   - 
              
Total: $351,845   59% Total:$- 

  Year ended December 31, 2019   December 31, 2019
Vendor Purchases  Percentage of purchases   Accounts payable
           
Vendor D $514,856   31%  $- 
Vendor E  269,262   16%   - 
Vendor F  263,621   16%   - 
Vendor C  262,462   16%   - 
Vendor G  251,510   15%   - 
              
Total: $1,561,711   94% Total:$- 

All of the Company’s vendors are located in the People’s Republic of China.

(c) Credit risk

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

(d) Economic and political risk

The Company’s major operations are conducted in the People’s Republic of China. Accordingly, the political, economic, and legal environments in PRC, as well as the general state of PRC’s economy may influence the Company’s business, financial condition, and results of operations.

(e) Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD and RMB converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

NOTE 15: COMMITMENTS AND CONTINGENCIES

As of December 31, 2020 and 2019, the Company has no material commitments or contingencies.

NOTE 16: SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2020, up through the date the Company issued the audited consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.

ITEM 9. Changes In and Disagreements With Accountants on Accounting and Financial DisclosureCHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


The Company has had no disagreements with its principal independent accountants with respect to accounting practices or procedures or financial disclosure.


Item 9A. Controls and Procedures


ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures


Our management, including our CEO and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our CEO and Principal Financial Officer concluded that due to the small size of the Company and lack of segregation of duties, our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. However, management believes the controls and procedures provide a reasonable basis for the conclusions.

 


Management’s Annual Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

 


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 


Our management evaluated the effectiveness of our internal control over financial reporting as of September 30, 2017.December 31, 2020. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO - 2013”) in Internal Control - Integrated Framework. Further, our management considered the lack of operationssegregation of duties could result in inadequate implementation and revenue, the limited cash on hand and the limited



6



transactions which occur on a monthly basis.review financial reporting control procedures. Based on this evaluation, our management concluded that, as of September 30, 2017,December 31, 2020, our internal control over financial reporting was not effective due toeffective.

Management believes that the small size of the Company and lack of segregation of duties.  material weakness set forth above did not have an effect on our financial results.


This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm since the Company is not an accelerated or larger accelerated filer.


Evaluation of Changes in internal controlInternal Control over financial reportingFinancial Reporting


There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter ended December 31, 2020, that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.


ItemITEM 9B. Other InformationOTHER INFORMATION


None


PART III


ItemITEM 10. Directors, Executive Officers, and Corporate GovernanceDIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


The following table sets forth as of December 15, 2017,31, 2020, the name, age, and position of each executive officer and director and the term of office of each director of the Company.


Name

NameAgePosition
Kong Xiao Jun46Chief Executive Officer, Chief Financial Officer and Director
Liu Yang33Director
Cheng Ni Hu30Director
Yunsi Liu31Director

Age

Position

Director and Officer Since

Anthony B. Escobar

42

President and Director

2004


Sean Escobar

37

Vice President and Director

2004


Anthony Coletti

47

Secretary and Treasurer and Director

2004


Set forth below is certain biographical information regardinga brief description of the Company'sbackground and business experience of our sole executive officersofficer and directors.director:


Anthony Brandon Escobar,Xiao Jun Kong, age 42,46, has served as our Chief Executive Officer, Chief Financial Officer and Director since July 13, 2019. He currently serves as the Chief Executive Officer of Guangdong HY Capital Management CO., LTD and has served in that role since 2011. From 2007 to 2011, Mr. Kong was the Executive Director of the Asia Aluminum Group. Mr. Kong has experience in leading large-scale M&A and investment projects in different industries such as agriculture, film and media, and cultural tourism. Mr. Kong holds a bachelor degree in accounting from Southwestern University of Finance and Economics in Chengdu, Sichuan, China. He is also qualified as Chinese Certified Public Accountant, Certified Tax Agent and Fellow of the Institute of Financial Accountants UK. Mr. Kong brings to our board his experience in business development, strategic planning, and management.

Yunsi Liu, age 31, has been a DirectorPresident and director of China Foods, prior to the CompanyMerger, since March 5, 2004,January 15, 2019. She currently serves as the General Manager of Dray Alliance (a venture-backed, technology startup in the trucking industry) and has been Presidentserved in that role since 2019. Concurrently, she is the Managing Partner of Craft and Swan, LLC. From 2015 to 2020, Ms. Yunsi Liu served in executive capacities for various startups in the Company since March 12, 2004.  In addition to his management position with the Company, heSouthern California region. Ms. Liu graduated from the University of Utah in 2001Pennsylvania with a Bachelor of Science in Economics degree from the Wharton School, and a Bachelor of Arts in Communications.  Mr. Escobar has been self-employed owningPhilosophy degree from the College of Arts and operating Absolute Laboratories, Inc., that distributes dietary supplementsSciences. Ms. Liu brings to health food storesthe Board her experience in finance, management and pharmacies.  Mr. Escobar is also a licensed real estate agent.operation.

 

Sean Escobar,Liu Yang, age 37, 33, has been a director to hold office since May 13, 2019. She currently serves as the Investment Director of the Company since March 5, 2004,Guangdong HY Capital Management Co., Ltd and has been Vice Presidentserved in that role since 2015. Ms. Liu has experience in M&A and investment projects in different industries such as consumer goods, agriculture, cultural tourism, and education. Ms. Liu holds a bachelor degree in Economics from Southern China University of the Company since March 12, 2004.  In addition to his management position with the Company, he has worked as an independent contractor as a nutritional product sales representative primarily for Isagenix International, Inc.Technology in Guangzhou, Guangdong, China.

 

Anthony Coletti,Cheng Ni Hu, age 47, has been a Director30, was appointed to serve as our director in July 9, 2020. She currently serves as the Marketing director of KangHuaGuoYao (GuangDong) Tech Pty. Ltd. for formulating the Company since March 5, 2004,company’s strategy in marketing, branding and producing, and has been Secretaryserved in that role since December 2018. From 2016 to 2018, she served as restore and Treasurer of the Company since March 12, 2004.  In addition to his management position with the Company, herelocate project manager in North Sydney Railway. Ms. Hu graduated from the University of Utah in 1993Sydney with a Bachelor of Arts degreedegrees in Marketing.  Mr. Coletti has workedCommerce and Combined Commerce (Marketing) and Public Affair from Southern California University. Ms. Hu brings to the Board her experience in the field of ophthalmology as a Glaucoma Specialty Sales Representative for Alcon Laboratoriesmarketing and has managed a territory including the states of Utah, Idaho, Montana, and Wyoming, where he has worked with over 240 physicians.operations.


39

Anthony Brandon Escobar and Sean Escobar are brothers and Anthony Coletti is the brother-in-law to Anthony Brandon Escobar and Sean Escobar.


Except as indicated below, to the knowledge of management, during the past five years, no present or former director, or executive officer of the Company:


(1)filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2)was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3)was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:

(i)acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii)engaging in any type of business practice; or
(iii)engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

(4)was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;
(5)was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.
(6)was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.



7



(1)

filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;


(2)

was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);


(3)

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:


(i)

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;


          (ii)

engaging in any type of business practice; or


(iii)

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;


(4)

was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;


(5)

was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.


(6)

was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.


Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than 10% of the Common Stock and securities convertible into shares of Common Stock (together with the Common Stock, “Subject Shares”), to file with the SEC initial reports of ownership and reports of changes in ownership of Subject Shares. Directors, officers and greater than 10% beneficial owners of the Subject Shares are required by the SEC’s regulations to furnish us with copies of all forms they file with the SEC pursuant to Section 16(a) of the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal year ended September 30, 2017.December 31, 2020.

 

ItemCode of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. We intend to adopt a code of ethics in the immediate future.

Corporate Governance

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. We do not have a nominating committee, however we intend to appoint one in the immediate future.

40

Audit Committee

Our board of directors has an Audit Committee consisting of Mr. Kong. The Audit Committee does not at the present time have an audit committee financial expert serving on its Audit Committee; however, our board intends to appoint an audit committee financial expert in the immediate future.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers and control persons has been involved in any of the following events during the past ten years:

Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or
Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Conflicts of Interest

Except as provided for in Article XI of the Company’s By-Laws: Board Director Compensation, no officer, director or security holder of the company may be involved in pecuniary interest in any investment acquired or disposed of by the registrant or in any transaction to which the registrant or any of its subsidiaries is party or has an interest.

None of the directors, officers, security holders or affiliates of the registrant may engage, for their own account, business activities of the types conducted by the registrant and its subsidiaries.

ITEM 11. Executive CompensationEXECUTIVE COMPENSATION


Summary Compensation Table


The following tables set forth, certain summary information concerning the compensation paid or accrued for each of the Company’s last threetwo completed fiscal years of the Company, the total compensation awarded to, the Company'searned by or itspaid to any person who was a principal subsidiaries’ chief executive officer during the preceding fiscal year and each of itsevery other highest compensated executive officers that received compensation in excess ofearning more than $100,000 during such period (as determined at September 30, 2017, the endlast fiscal year (together, the “Named Executive Officers”). The tables set forth below reflect the compensation of the Company's last completed fiscal year):Named Executive Officers.




Summary Compensation Table


Name and

Principal Position



Year



Salary



Bonus


Stock

Awards


Option

Awards

Non-Equity

Incentive Plan

Compensation

All

Other Compensation



Total

Anthony Escobar

2017

-0-

-0-

-0-

-0-

-0-

-0-

-0-

   CEO

2016

2015

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

Name and Principal
Position
 Year  Salary  Bonus  Stock Awards  Option Awards  Non- Equity Incentive Plan Compensation  

All

Other Compensation

  Total 
Kong Xiao Jun CEO  2020   -0-   -0-   -0-   -0-   -0-   -0-   -0- 
  2019   -0-   -0-   -0-   -0-   -0-   -0-   -0- 



(1) Xiao Jun Kong has served as our Chief Executive Officer, Chief Financial Officer, and director since July 13, 2018.

Cash Compensation – No cash compensation was paid to any director or executive officer of the Company during the fiscal years ended September 30, 2017, 2016,December 31, 2020, and 2015.2019.


Bonuses and Deferred Compensation – None


Compensation Pursuant to Plans – None


Pension Table – None

 

Other Compensation – None


Compensation of Directors – None


During our fiscal year ended December 31, 2020, we did not provide compensation to any of our employee directors for serving as our director. We currently have no formal plan for compensating our employee directors for their services in their capacity as directors, although we may elect to issue stock options to such persons from time to time. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

Non-Employee Director Fees

Our Board determines the form and amount of compensation for our non-employee directors based on informal surveys of similar companies and the amount necessary to attract and retain such directors. For the fiscal year ended December 31, 2020, we paid each of our non-employee directors as follows:

Name 

Fees earned or paid in cash*

($)

  

Stock awards

($)

  Option awards
($)
  Non-equity incentive plan compensation
($)
  Change in pension value and nonqualified deferred compensation earnings  All other compensation
($)
  

Total

($)

 
(a)  (b)   (c)   (d)   (e)   (f)   (g)   (h) 
Yunsi Liu (1) $12,000                 $12,000 

(1) Ms. Liu was appointed to her position on our Board of Directors effective January 15, 2019.

* All fees were paid in United States Dollars.

Directors who are residents of China do not receive compensation. Ms. Liu, our director who is a U.S. resident, receives a quarterly retainer in the amount of $2,000 in accordance with the terms of a Director Retainer Agreement effective from January 1, 2020. All directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. Our Board may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

Termination of Employment and Change of Control Arrangement


There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Cash Compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person'sperson’s employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person'sperson’s responsibilities following a changing in control of the Company.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The following table sets forth as of December 15, 2017, the name andcertain information concerning the number of shares of the Company'sour common stock heldowned beneficially as of record or beneficially byApril 9, 2021 by: (i) each person who held of record, or was(including any group) known by the Companyto us to own beneficially, more than 5%five percent (5%) of the 5,291,309 issuedany class of our voting securities, (ii) each of our directors and outstanding shareseach of the Company's common stock,our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and the name and shareholdings of each director and of all(iii) officers and directors as a group.


Amountgroup. Unless otherwise indicated, the shareholders listed possess sole voting and Nature of

Title of Class

Name of Beneficial Owner

Beneficial Ownership (1)

Percent of Class

Class “A” Voting    

Anthony Brandon Escobar

4,937,500           investment power with respect to the shares shown.

 94.03%

Name of Beneficial Owner (2) Amount and Nature of Beneficial Ownership (1)  Percent of Class 
Officers and Directors        
Xiao Jun Kong (3)  18,951,000   93.57%
Cheng Ni Hu (4)  675,000   3.33%
         
All executive officers and directors as a group (2 persons)  19,626,000   96.90%
         
Shareholders Holding In Excess of 5%        
HY (HK) Financial Investments Co., Ltd. (3)  5,001,000   24.69%

(1)Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of July 9, 2020. Applicable percentage ownership is based on 20,252,309 shares of common stock outstanding as of July 9, 2020, and any shares that such person or persons has the right to acquire within 60 days of July 9, 2020, is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
(2)Unless otherwise noted, the business address of each beneficial owner listed is 17/F, 80 Gloucester Road, Wanchai, Hong Kong. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
(3)Mr. Kong is deemed to be the beneficial owner of these 5,001,000 shares held by HY (HK) Financial Investments Co., Ltd. Mr. Kong is the Chief Executive Officer and majority shareholder of HY (HK) Financial Investments Co., Ltd.
(4)Ms. Hu was appointed to serve on our board of directors effective July 9, 2020.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

12587 S. 1745 E.

Draper, Utah 84020



Name of Officer, Director

Amount and Nature of

Title of Class

and Nominee

Beneficial Ownership (1)

Percent of Class


Class “A” Voting

Anthony Brandon Escobar    

----------See Above----------

President


Class “A” Voting

Sean Escobar

    31,250     

00.59%



9



Vice President

12913 S. Boulter St.

Draper, Utah 84020


Class “A” Voting

Anthony Coletti

    31,250

00.59%

Secretary/Treasurer

3036 W. Harper Peak Ct.

South Jordan, Utah 84095

All Officers               

and Directors

as a Group (3 person)

5,000,000

95.22%


(1) All shares are owned directly, beneficially and of record; and each shareholder has sole voting, investment, and dispositive power, unless otherwise noted.


ITEM 13. Certain Relationships and Related Transactions and Director Independence.


Transactions with management and others


From time to time, the Company’s director and related company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. As of December 31, 2020, the Company owed the balance of $68,953 and $199,964 to its director and a related company, respectively. As of December 31, 2019, the director owed the balance of $11,744 to the Company and the Company owed the balance of $3,038 to a related company.

The Company has been provided free office space by its stockholder. The management determined that such cost is nominal and did not recognize the rent expense in its consolidated financial statements.

The Company purchased motor vehicles from a related company at the carrying value of $58,296 for the year ended December 31, 2020.

Indebtedness of Management

During the fiscal year ended September 30, 2017,December 31, 2020, there were no material transactions, or series of similar transactions, since the beginning of the Company's last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be party, in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by the Company to own of record or beneficially more than 5% of any class of the Company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest.  


At September 30, 2017 the Company owed $103,589 of interest and $220,000 in principal to its president.   The amounts owed are set forth in various promissory notes which all but one is past due.  To date, the Company’s president has not sought to enforce the delinquency on the notes.  Note 1 is for $10,000 and bears interest of 4.5% per year. Note 2 is for $10,000 and bears interest of 4.5% per year and $10,450 in interest and principal was due February 28, 2011. Note 3 is for $20,000 and bears interest of 4.5% per year.  $900 in interest was due on January 15, 2011, 2012, and 2013. $20,900 in interest and principal was due January 15, 2014. Note 1, 2 and 3 are in default resulting in an 18% default rate of interest accruing. Note 4 is for $10,000 and bears interest of 4.5% per year. Interest of $450 was due on May 7, 2011, 2012, 2013, 2014 and 2015.  Note 4 is in default resulting in a 14% default rate of interest accruing.  Interest and principal of $10,450 was due May 7, 2015. Note 5 is for $20,000 and bears interest of 4.75% per year.  Interest of $950 was due on February 1, 2012, 2013, 2014 and 2015. Interest and principal of $20,950 was due on February 1, 2015. Note 5 is in default resulting in a 12% default rate of interest accruing. Note 6 is for $20,000 and bears interest of 8.0% per year. Interest of $1,600 is due on February 1, 2013.  Interest and principal of $21,600 was due on February 1, 2014. Note 6 is in default resulting in a 12% default rate of interest accruing. Note 7 is for $20,000 and bears interest of 8.0% per year.  Interest of $1600 is due on March 1, 2014.  Interest and principal of $21,600 was due on March 1, 2015. Note 7 is in default resulting in a 12% default rate of interest accruing.  Note 8 is for $20,000 and bears interest of 8.0% per year.  Interest of $1,600 was due February 3, 2015.  Interest and principal of $21,600 was due on February 3, 2016. Note 8 is in default resulting in a 12% default rate of interest accruing. Note 9 is for $30,000 and bears interest of 8.0% per year. Interest of $2,400 was due December 12, 2016.  Interest and principal of $32,400 was due December 12, 2016.  Note 9 is in default resulting in a 12% default rate of interest accruing.  Note 10 is for $30,000 and bears interest of 8.0% per year.  Interest of $2,400 was due January 5, 2017.  Interest and principal of $32,400 is due January 5, 2018.  Note 11 is for $30,000 and bears interest of 8.0% per year.  Interest of $2,400 is due December 27, 2017.  Interest and principal of $32,400 is due December 27, 2018.


Indebtedness of Management

Except as set forth above related to the notes owed to the Company’s president, there were no material transactions, or series of similar transactions, since the beginning of the Company's last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $60,000 and in which any director or executive officer, or any security holder who is known to the



10



Company to own of record or beneficially more than 5% of any class of the Company'sCompany’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest. Please see Note 13 above.


Transactions with PromotersITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


There have been no transactions between the Company and promoters during the last fiscal year.


Item 14. Principal Accountant Fees and Services


(1) Audit Fees - The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s principal accountantauditor for the audit of the annual financial statements and review of financial statements included in the Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are: $8,500$35,900 for 20172020 and $8,500$22,000 for 2016.2019.


(2) Audit-Related Fees - The aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s principal accountant that are reasonably related to the performance of the audit or review of the financial statements and are not reported in (1) AuditAudit-related Fees: $0 for 20172020 and $0 for 2016.2019.


(3) Tax Fees - The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s principal accountant for tax compliance, tax advice, and tax planning: $0 for 20172020 and $800$0 for 2016.2019.


(4) All Other Fees - The aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s principal accountant, other than the services reported in (1) Audit Fees; (2) Audit-Related Fees; and (3) Tax Fees: $0$3,000 for 20172020 and $0$300 for 2016.2019.


(5) The Company does not have an audit committeecommittee.


(6) Not ApplicableApplicable.


43

PartPART IV


ITEM 15. Exhibits, Financial Statement Schedules


Financial Statements – the following financial statements are included in this report:


Title of Document

Page


Report of Independent Registered Public Accounting Firm

F-1

Balance Sheet

F-2

Statements of Operations

F-3

Statements of Stockholders’ (Deficit)

F-4

Statements of Cash Flows

F-5

Notes to Financial Statements

F-6-9


Financial Statement Schedules – There are no financial statement schedules are included as part of this report


Exhibits – The following exhibits are included as part of this report:


Exhibit

Reference

Number

Number

Title of Document

Location


3.01

3

Articles of Incorporation

Incorporated by reference*


3.04

3

Bylaws

Incorporated by reference*


4.01

4

Specimen Stock Certificate

Incorporated by reference*




31.01

31

CEO certification Pursuant to 18 USC

Section 1350, as adopted pursuant to

Section 302 of Sarbanes-Oxley Act of 2002

This Filing


31.02

31

CFO certification Pursuant to 18 USC

Section 1350, as adopted pursuant to

Section 302 of Sarbanes-Oxley Act of 2002

This Filing


32.01

32

CEO Certification pursuant to Section 906

This Filing


32.02

32

CFO Certification pursuant to Section 906

This Filing


101.INSEXHIBITS, FINANCIAL STATEMENT SCHEDULES

 XBRL Instance


(a)(1)List of Financial statements included in Part II hereof
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheet:
December 31, 2020 and 2019
Consolidated Statements of Operations and Comprehensive (Loss) Income:
For the years ended December 31, 2020 and 2019
Consolidated Statements of Changes in Shareholders’ (Deficit) Equity:
For the years ended December 31, 2020 and 2019
Consolidated Statements of Cash Flows:
For the years ended December 31, 2020 and 2019
Notes to Consolidated Financial Statements:
For the years ended December 31, 2020 and 2019
(a)(2)List of Financial Statement schedules included in Part IV hereof: None
(a)(3)Exhibits

The following exhibits are included herewith:

Exhibit No.Description
31.1Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification of Chief Executive Officer and Chief Financial Officer 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.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document

*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

101.XSD 

XBRL Schema


101.CAL

 XBRL Calculation


101.DEF

 XBRL Definition


101.LAB

XBRL Label


101.PRE

XBRL Presentation



*  Incorporated by reference from the Company's registration statement on Form 10-SBFollowing are a list of exhibits which we previously filed in other reports which we filed with the Commission, SEC, file no. 1-32522.including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.


44




SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this reportReport to be signed on its behalf by the undersigned thereunto duly authorized.


Trafalgar Resources, Inc.


authorized person.

 

Date: December 27, 2017

By: /s/ Anthony Brandon Escobar

     Anthony Brandon Escobar, President and

    Director (Principal Executive Officer)


By: /s/ Anthony Coletti

     Anthony Coletti, Principal Accounting Officer


In accordance with the requirements of the Securities Exchange Act of 1934, as amendment, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.stated.


Signature

Title

Date



/s/ Anthony Brandon Escobar

Anthony Brandon Escobar

Director

December 27, 2017


/s/ Sean Escobar

Sean Escobar

Director

December 27, 2017


/s/ Anthony Coletti

Anthony Coletti

Director

December 27, 2017





13


 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


China Foods Holdings Limited


To The Board of Directors and Stockholders of

Trafalgar Resources, Inc.


We have audited the accompanying balance sheets of Trafalgar Resources, Inc. (the Company) as of September 30, 2017 and 2016, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Trafalgar Resources, Inc. as of September 30, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has negative working capital and has not generated revenues to cover operating expenses.  These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.




/s/Pinnacle Accountancy Group of Utah

Farmington, Utah

December 27, 2017



(Registrant)

 




Trafalgar Resources, Inc.

BALANCE SHEETS

 

 

September 30, 2017

 

September 30, 2016

 

 

 

 

 

ASSETS

 

 

 

 

     CURRENT ASSETS

 

 

 

 

        Cash

 

$               15,140

 

 $                  15,191

        Prepaid expenses

 

3,333

 

2,500

 

 

 

 

 

     TOTAL CURRENT ASSETS

 

18,473

 

                     17,691

 

 

 

 

 

 

 

 

 

 

   TOTAL ASSETS

 

$               18,473

 

 $                  17,691

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

 

 

 

 

     CURRENT LIABILITIES

 

 

 

 

        Accounts payable

 

$                    632

 

 $                      632

        Interest payable - related party

 

103,589

 

                     77,889

        Income taxes payable

 

100

 

                          100

        Note Payable – Related Party – Current

 

190,000

 

                   160,000

 

 

 

 

 

     TOTAL CURRENT LIABILITIES

 

294,321

 

                   238,621

 

 

 

 

 

     LONG-TERM LIABILITIES

 

 

 

 

        Notes payable -- Related party (Note 2)

 

30,000

 

                     30,000

 

 

 

 

 

     TOTAL LIABILITIES

 

324,321

 

                   268,621

 

 

 

 

 

STOCKHOLDERS' (DEFICIT)

 

 

 

 

 

 

 

 

 

        Common stock no par value, 100,000,000 shares

          authorized, 5,251,309 shares issued and outstanding

 

137,413

 

                   137,413

        Retained (Deficit)

 

(443,261)

 

                 (388,343)

 

 

 

 

 

     TOTAL STOCKHOLDERS' (DEFICIT)

 

(305,848)

 

                 (250,930)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)

 

$               18,473

 

 $                  17,691





The accompanying notes are an integral part of these financial statements.




Trafalgar Resources, Inc.

STATEMENTS OF OPERATIONS

 

 

Year Ended September 30, 2017

 

Year Ended September 30, 2016

Statement of Income

 

 

 

 

   Income

 

$                        -

   

 $                        -

   Cost of Sales

 

-

 

 -

 

 

 

 

 

   GROSS PROFIT

 

-

 

                           -

 

 

 

 

 

   Expenses

 

 

 

 

     General and Administrative

 

29,118

 

                  26,782

   Total Expenses

 

29,118

 

26,782

 

 

 

 

 

   Other Income and (Expenses)

 

 

 

 

     Interest (Expense) -  Related Party

 

(25,700)

 

               (22,067)

     Other Income

 

-

 

                           -

   Total other Income and (Expense)

 

(25,700)

 

               (22,067)

 

 

 

 

 

   (LOSS) BEFORE TAXES

 

(54,818)

 

               (48,849)

 

 

 

 

 

   PROVISION FOR TAXES

 

100

 

                       100

 

 

 

 

 

   NET (LOSS)

 

$            (54,918)

   

 $            (48,949)

 

 

 

 

 

   (LOSS) PER COMMON SHARE

 

 

 

 

   Basic and fully diluted loss per weighted average common share outstanding

 

$                (0.01)

 

$                (0.01)

 

 

 

 

 

   Weighted average number of common shares outstanding

 

5,251,309

 

              5,251,309













The accompanying notes are an integral part of these financial statements.





Trafalgar Resources Inc.

STATEMENT OF STOCKHOLDERS' (DEFICIT)

FOR THE YEARS ENDED

SEPTEMBER 30, 2017 AND 2016

 

Common Stock Shares

 

Common Stock Amount

 

Retained Deficit

 

Total Stockholders' Equity (Deficit)

 

 

 

 

 

 

 

 

Balance at September 30, 2015

           5,251,309

 

 $    137,413

 

 $ (339,394)

 

 $       (201,981)

            Net loss for year

 

 

 

 

     (48,949)

 

              (48,949)

 

 

 

 

 

 

 

 

Balance at September 30, 2016

           5,251,309

 

 $    137,413

 

 $ (388,343)

 

 $       (250,930)

           Net loss for year

 

 

 

 

(54,918)

 

(54,918)

 

 

 

 

 

 

 

 

Balance at September 30, 2017

5,251,309

 

$    137,413

 

$ (443,261)

 

$       (305,848)
























The accompanying notes are an integral part of these financial statements.





Trafalgar Resources, Inc.

STATEMENTS OF CASH FLOWS

 

 

Year Ended September 30, 2017

 

 

Year Ended September 30, 2016

 

 

 

 

 

 

   OPERATING ACTIVITIES

 

 

 

 

 

     NET (LOSS)

$

(54,918)

 

$

               (48,949)

     Adjustments to reconcile net (loss) to net

          cash (used) by operating activities:

 

 

 

 

 

 

 

 

 

 

   

        Changes in operating assets and

        liabilities:

 

 

 

 

 

          Increase/Decrease Prepaid Expenses

 

                          (833)

 

 

                   1,500

          Increase/Decrease Interest payable

 

                   25,700

 

 

                 22,067

          Increase/Decrease Accounts payable

 

                             -

 

 

                      632

          Increase/ Decrease Income taxes

              payable

 

                      -

 

 

                      -

 

 

 

 

 

 

   NET CASH (USED) BY OPERATING

  ACTIVITIES

 

(30,051)

 

 

              (24,750)

 

 

 

 

 

 

   INVESTING ACTIVITIES

 

-

 

 

-

 

 

 

 

 

 

   FINANCING ACTIVITIES

 

 

 

 

 

     Notes payable - Related party

 

30,000

 

 

                30,000

 

 

 

 

 

 

   NET CASH PROVIDED BY FINANCING

   ACTIVITIES

 

30,000

 

 

               30,000

 

 

 

 

 

 

   NET INCREASE (DECREASE) IN CASH

 

(51)

 

 

                   5,250

 

 

 

 

 

 

   CASH AT BEGINNING OF PERIOD

 

15,191

 

 

                   9,941

 

 

 

 

 

 

   CASH AT END OF PERIOD

$

15,140

 

$

                 15,191

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

   CASH PAID FOR TAXES

$

                        100

 

$

                      100

 

 

 

 

 

 

   CASH PAID FOR INTEREST

$

 -

 

$

 -











The accompanying notes are an integral part of these financial statements.




TRAFALGAR RESOURCES, INC.

Notes to Financial Statements

September 30, 2017


Note 1: Summary of Significant Accounting Policies


Organization and Operations


Trafalgar Resources, Inc. (the "Company") was incorporated under the laws of the State of Utah on October 25, 1972. The Company is considered a development stage enterprise because since October 1, 2003 it has not commenced operations that have resulted in significant revenue and the Company's efforts have been devoted primarily to activities related to raising capital and attempting to acquire an operating entity.Dated: April 13, 2021

 

By:/s/ Kong Xiao Jun
Kong Xiao Jun
Chief Executive Officer, Chief Financial Officer, President and Director

Cash and Cash Equivalents


The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 

Use of estimates


These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and require that management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The use of estimates and assumptions may also affect the reported amounts of revenues and expenses. Actual results could differ from those estimates or assumptions.


Net loss per share of common stock


The loss per share of common stock is computed by dividing the net loss during the period presented by the weighted average number of shares outstanding during that same period. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company's diluted earnings/loss per share is the same as the basic earnings/loss per share for the years ended September 30, 2017 and 2016, as there are no potential shares outstanding that would have a dilutive effect.

45

 

Income taxes


We account for income taxes in accordance with FASB ASC 740-10-05, “Accounting for Income Taxes”. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized.  A valuation allowance has currently been recorded to reduce our deferred tax asset to $0.


Revenue recognition


We will recognize revenue in accordance with FASB ASC 605, “Revenue Recognition.”  Under FASB ASC 605, revenue is recognized at the point of passage to the customer of title and risk of loss, when there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured.  We recognize revenue as services are provided.  Revenues are reflected net of coupon discounts.


Fair value of financial instruments


The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.  The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, and other current assets, accounts payable, taxes payable, accrued expenses and other current liabilities, approximate their fair values because of the short maturity of these instruments.






TRAFALGAR RESOURCES, INC.

Notes to Financial Statements

September 30, 2017

(continued)

Note 1: Summary of Significant Accounting Policies (continued)

Going concern


As shown in the accompanying financial statements, the Company had a working capital deficit and a retained deficit incurred through September 30, 2017 which raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.  Management intends to seek new capital from a related party to provide needed funds.  

New accounting pronouncements


The Company has reviewed Accounting Standards Updates (“ASU”) through ASU No. 2017-14, which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

NOTE 2:     RELATED PARTY TRANSACTIONS


At September 30, 2017 the Company owed $103,589 of interest and $220,000 to its President.  Note 1 is for $10,000 and bears interest of 4.5% per year. Note 2 is for $10,000 and bears interest of 4.5% per year and $10,450 in interest and principal was due February 28, 2011. Note 3 is for $20,000 and bears interest of 4.5% per year.  $900 in interest was due on January 15, 2011, 2012, and 2013. $20,900 in interest and principal was due January 15, 2014. Note 1, 2 and 3 are in default resulting in an 18% default rate of interest accruing.


Note 4 is for $10,000 and bears interest of 4.5% per year. Interest of $450 was due on May 7, 2011, 2012, 2013, and 2014.  Interest and principal of $10,450 was due May 7, 2015. Note 4 is in default resulting in a 14% default rate of interest accruing.


Note 5 is for $20,000 and bears interest of 4.75% per year.  Interest of $950 was due on February 1, 2012, 2013, and 2014. Interest and principal of $20,950 was due on February 1, 2015. Note 5 is in default resulting in a 12% default rate of interest accruing.


Note 6 is for $20,000 and bears interest of 8.0% per year. Interest of $1,600 was due on February 1, 2013.  Interest and principal of $21,600 was due on February 1, 2014. Note 6 is in default resulting in a 12% default rate of interest.


Note 7 is for $20,000 and bears interest of 8.0% per year.  Interest of $1,600 was due on March 1, 2014.  Interest and principal of $21,600 was due on March 1, 2015. Note 7 is in default resulting in a 12% default rate of interest accruing.  


Note 8 is for $20,000 and bears interest of 8.0% per year.  Interest of $1,600 was due February 3, 2015.  Interest and principal of $21,600 was due on February 3, 2016. Note 8 is in default resulting in a 12% default rate of interest accruing.


Note 9 is for $30,000 and bears interest of 8.0% per year. Interest of $2,400 was due December 12, 2016.  Interest and principal of $32,400 was due December 12, 2016.  Note 9 is in default resulting in a 12% default rate of interest accruing.





TRAFALGAR RESOURCES, INC.

Notes to Financial Statements

September 30, 2017

(continued)


NOTE 2:     RELATED PARTY TRANSACTIONS (continued)


Note 10 is for $30,000 and bears interest of 8.0% per year.  Interest of $2,400 was due January 5, 2017. Interest and principal of $32,400 is due January 5, 2018.


Note 11 is for $30,000 and bears interest of 8.0% per year.  Interest of $2,400 is due December 27, 2017.  Interest and principal of $32,400 is due December 27, 2018


Notes payable – related party are due as follows:


2017: $190,000

2018:     30,000


NOTE 3:   INCOME TAXES


Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.  Income tax periods 2014, 2015 and 2016 are open for examination by taxing authorities.


The income tax expense (benefit) for the year ended September 30, 2017 differs from the amount computed using the federal statutory rates as follows:

 

 

 

 

 

Year Ended

September 30, 2017

 

Year Ended

September 30, 2016

Income tax expense (benefit) at

   $(19,186)

 

$(17,132)

State taxes

100

 

100

Change in valuation allowance

     19,186

 

     17,132

 

100

 

100


Deferred tax assets for the year ending September 30, 2016 and 2017 are comprised primarily of the following:

 

2017

2016

 Net Operating Loss Carryforward

 $                     119,946 

 $                     100,760 

Valuation Allowance

$                   (119,946)

$                   (100,760)

 

0

0


At September 30, 2017 the Company had a net operating loss carry forward of approximately $239,000 that may be offset against future taxable income through 2036.  These losses will start to expire in the year 2016 through 2036.  No tax benefit has been reported in the financial statements because the Company believes that it is more likely than not that the carryforwards will expire unused.  The utilization of future losses may be limited under various provisions of the Internal Revenue Code pertaining to continuity of business operations limits and substantial changes in ownership.  Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount.  The valuation allowance increased during the year ended September 30, 2017 by approximately $19,186.  The Company has no tax positions at September 30, 2017 and 2016 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.


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TRAFALGAR RESOURCES, INC.

Notes to Financial Statements

September 30, 2017

(continued)


NOTE 3:   INCOME TAXES (continued)


The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  The Company had no accruals for interest and penalties as of September 30, 2017 and 2016.


Note 4:  SUBSEQUENT EVENTS


The Company has evaluated subsequent events from the balance sheet date and through the date the financial statements were issued.  During this period the Company did not have any material recognizable subsequent events.





F-9