China Everhealth Corporation
(Formerly AJ Acquisition Corp III, Inc.)
(A Development Stage Company)
October 31, 2010
Index to Financial Statements
| Contents | Page(s) |
| | |
| Balance Sheets at October 31, 2010 (Unaudited) and January 31, 2010 | F-1 |
| | |
| Statement of Operations for the Three Months Ended October 31, 2010 (Unaudited) | F-2 |
| | |
| Statements of Operations for the Nine Months Ended October 31, 2010 and for the period from January 29, 2010 (inception) through October 31, 2010 (Unaudited) | F-3 |
| | |
| Statement of Stockholders’ Equity (Deficit) for the period from January 29, 2010 (inception) through October 31, 2010 (Unaudited) | F-4 |
| | |
| Statements of Cash Flows for the Nine Months Ended October 31, 2010 and for the period from January 29, 2010 (inception) through October 31, 2010 (Unaudited) | F-5 |
| | |
| Notes to the Financial Statements (Unaudited) | F-6 to F-11 |
| | |
China Everhealth Corporation
(Formerly AJ Acquisition Corp III, Inc.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
| | | October 31, 2010 | | | January 31, 2010 | |
| | | (Unaudited) | | | | |
| ASSETS | | | | | | |
| | | | | | | |
| Current assets | | | | | | |
| Cash | | $ | - | | | $ | - | |
| | | | | | | | | |
| | | | | | | | | |
| Total assets | | $ | - | | | $ | - | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | |
| | | | | | | | | |
| Current liabilities | | | | | | | | |
| Accrued expenses | | $ | 500 | | | $ | 3,000 | |
| | | | | | | | | |
| | | | | | | | | |
| Total current liabilities | | | 500 | | | | 3,000 | |
| | | | | | | | | |
| STOCKHOLDERS’ DEFICIT | | | | | | | | |
| Preferred stock: $0.0001 par value; 20,000,000 shares authorized; no shares issued or outstanding | | | - | | | | - | |
| Common stock: $0.0001 par value; 50,000,000 shares authorized; 100,000 shares issued and outstanding | | | 10 | | | | 10 | |
| Additional paid-in capital | | | 4,990 | | | | 990 | |
| Deficit accumulated during the development stage | | | (5,500 | ) | | | (4,000 | ) |
| | | | | | | | | |
| Total stockholders’ deficit | | | (500 | ) | | | (3,000 | ) |
| | | | | | | | | |
| Total liabilities and stockholders’ deficit | | $ | - | | | $ | - | |
| | | | | | | | | |
See accompanying notes to the financial statements
China Everhealth Corporation
(Formerly AJ Acquisition Corp III, Inc.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(Unaudited)
| | | | |
| | | For the Three Months Ended October 31, 2010 | |
| | | | |
| REVENUE | | $ | - | |
| | | | | |
| OPERATING EXPENSES | | | | |
| Professional fees | | | 500 | |
| | | | | |
| Loss before income taxes | | | (500 | ) |
| | | | | |
| Income tax provision | | | - | |
| | | | | |
| Net loss | | $ | (500 | ) |
| | | | | |
| Net loss per common share – basic and diluted | | $ | (0.01 | ) |
| | | | | |
| Weighted average number of common shares outstanding – basic and diluted | | | 100,000 | |
| | | | | |
See accompanying notes to the financial statements.
China Everhealth Corporation
(Formerly AJ Acquisition Corp III, Inc.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | |
| | | For the Nine Months Ended October 31, 2010 | | | For the period from January 29, 2010 (Inception) through October 31, 2010 | |
| | | | | | | |
| REVENUE | | $ | - | | | $ | - | |
| | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | |
| Professional fees | | | 500 | | | | 3,000 | |
| Organization expenses | | | - | | | | 500 | |
| General and administrative | | | 1,000 | | | | 2,000 | |
| | | | | | | | | |
| Loss before income taxes | | | (1,500 | ) | | | (5,500 | ) |
| | | | | | | | | |
| Income tax provision | | | - | | | | - | |
| | | | | | | | | |
| Net loss | | $ | (1,500 | ) | | $ | (5,500 | ) |
| | | | | | | | | |
| Net loss per common share – basic and diluted | | $ | (0.02 | ) | | $ | (0.06 | ) |
| | | | | | | | | |
| Weighted average number of common shares outstanding – basic and diluted | | | 100,000 | | | | 100,000 | |
| | | | | | | | | |
See accompanying notes to the financial statements.
China Everhealth Corporation
(Formerly AJ Acquisition Corp III, Inc.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Period from January 29, 2010 (Inception) through October 31, 2010
(Unaudited)
| | | Common Stock | | | Additional Paid in | | | Deficit Accumulated During Development | | | Total Stockholders' Equity | |
| | | Shares | | | Amount | | | Capital | | | Stage | | | (Deficit) | |
| | | | | | | | | | | | | | | | |
| January 29, 2010 (Inception) | | | 100,000 | | | $ | 10 | | | $ | 990 | | | $ | - | | | $ | 1,000 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | | | | | | | | | | | | | (4,000 | ) | | | ( 4,000 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance, January 31, 2010 | | | 100,000 | | | | 10 | | | | 990 | | | | (4,000 | ) | | | (3,000 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Contribution to capital | | | | | | | | | | | 4,000 | | | | | | | | 4,000 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | | | | | | | | | | | | | (1,500 | ) | | | (1,500 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance, October 31, 2010 | | | 100,000 | | | $ | 10 | | | $ | 4,990 | | | $ | (5,500 | ) | | $ | (500 | ) |
See accompanying notes to the financial statements.
China Everhealth Corporation
(Formerly AJ Acquisition Corp III, Inc.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
| | | For the Nine Months Ended October 31, 2010 | | | For the period from January 29, 2010 (Inception) through October 31, 2010 | |
| | | | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
| Net loss | | $ | (1,500 | ) | | $ | (5,500 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
| Common stock issued for services | | | - | | | | 1,000 | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Accrued expenses | | | (2,500 | ) | | | 500 | |
| | | | | | | | | |
| Net cash used in operating activities | | | (4,000 | ) | | | (4,000 | ) |
| | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
| Contribution to capital | | | 4,000 | | | | 4,000 | |
| Net cash provided by financing activities | | | 4,000 | | | | 4,000 | |
| | | | | | | | | |
| Net change in cash during the period | | | - | | | | - | |
| Cash, beginning of the period | | | - | | | | - | |
| | | | | | | | | |
| Cash, end of the period | | $ | - | | | $ | - | |
| | | | | | | | | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | | | | | | | | |
| Interest paid | | $ | - | | | $ | - | |
| Income taxes paid | | $ | - | | | $ | - | |
See accompanying notes to the financial statements
China Everhealth Corporation
(Formerly AJ Acquisition Corp III, Inc.)
(A DEVELOPMENT STAGE COMPANY)
OCTOBER 31, 2010
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 – Nature of Operations
AJ Acquisition Corp. III, Inc. (a development stage company) (“AJ III”) was incorporated in Nevada on January 29, 2010, with an objective to acquire, or merge with, an operating business. As of October 31, 2010, the Company had not yet commenced any operations.
The Company, based on proposed business activities, is a "blank check" company. The Securities and Exchange Commission (“SEC”) defines such a company as “a development stage company” that has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and is issued ‘penny stock,’ as defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in its securities, either debt or equity, until the Company concludes a business combination.
The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, to a lesser extent that desires to employ the Company’s funds in its business. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business (“Business Combination”) rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of th e Company.
On July 20, 2010, the Company filed a Certificate of Continuation and a Memorandum and Articles of Association with the British Virgin Islands (“BVI”) Registrar of Corporate Affairs to redomicile to BVI.
China Everhealth is authorized to issue 20,000,000 shares of preferred stock at $0.0001 par value and 50,000,000 shares of common stock at $0.0001 par value.
The financial statements give retroactive effect to the redomestication and the change in the authorized preferred shares, the authorized common shares and the change in the par value.
Note 2 – Significant Accounting Policies
Basis of presentation
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the period from January 29, 2010 (Inception) through January 31, 2010 and notes thereto contained in the Company’s Registration Statement on Form 10 as filed with the SEC on February 12, 2010.
Development stage company
The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Fiscal year end
The Company elected January 31 as its fiscal year ending date.
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.
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 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 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. 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 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 give s 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 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 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. |
The carrying amounts of the Company’s financial assets and liabilities, such as accrued expenses approximate its fair values because of the short maturity of this instrument.
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at October 31, 2010, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the interim period ended October 31, 2010 and for the period from January 29, 2010 (inception) through October 31, 2010.
Revenue recognition
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Income taxes
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which tho se temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, 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 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. Section 740-10-25 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 Section 740-10-25.
Net loss per common share
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of October 31, 2010.
Commitment and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Cash flows reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. ; The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Recently issued accounting standards
In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01 “Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash”, which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)). Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 th rough 45-47 of the FASB Accounting Standards codification. The amendments in this Update also provide a technical correction to the Accounting Standards Codification. The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary. That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders. It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.
In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02 “Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification”, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:
| | 1. | A subsidiary or group of assets that is a business or nonprofit activity |
| | 2. | A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture |
| | 3. | An exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture). |
The amendments in this Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:
| | 1. | Sales of in substance real estate. Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions. |
| | 2. | Conveyances of oil and gas mineral rights. Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions. |
If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
Note 3 – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $5,500 at October 31, 2010, and had a net loss of $1,500 and net cash used in operating activities of $4,000 for the interim period then ended, respectively with no revenues earned since inception.
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Note 4 – Stockholder’ Equity (Deficit)
The Company was incorporated on January 29, 2010 at which time 100,000 shares of common stock were issued to the Company’s founders at $0.001 per share or $1,000 for services performed.
During the nine months ended October 31, 2010 the two former shareholders of the Company contributed $4,000 to the Company for working capital purposes.
Note 5 – Related Party Transactions
Free office space
The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.
Note 7 – Subsequent Events
The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were certain subsequent events to be disclosed as follows:
The board of directors and shareholders ratified the conversion from Nevada to BVI on November 11, 2010.
On November 24, 2010, the Company entered into a Share Purchase Agreement (“Purchase Agreement”), among the Company, the two shareholders of the Company (the “Shareholders”) and Mr. Ye Wang (the “Purchaser”), pursuant to which, the Shareholders sold an aggregate of 100,000 shares of the Company’s common stock to the Purchaser, for an aggregate purchase price of $50,000. As a result of the closing of the Purchase Agreement, the Purchaser holds 100% of the Company’s outstanding capital stock resulting in a change in control of the registrant.
On November 22, Mr. Richard Anslow resigned as a director and from all offices in the Company. Effective on November 24, the Company appointed Mr. Ye Wang as its Sole Director, Chief Executive Officer and Chief Financial Officer.
On November 24, the Sole Director of the Company adopted resolutions to change the Company’s fiscal year end to May 31.
