SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-55307
FUDA GROUP (USA) CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 47-2031462
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12th Floor
100 Jin Jiang Street
Dandong City, Liaoning Province
China
(Address of principal executive offices) (zip code)
+86 415 316 5852
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
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 the 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
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
August 5, 2015
Common Stock, par value $0.0001 302,000,000
Documents incorporated by reference: None
______________________________________________________________
UNAUDITED CONDENSED FINANCIAL STATEMENTS
Unaudited Condensed Financial Statements 2-4
Notes to Unaudited Condensed Financial Statements 5-7
______________________________________________________________________
FUDA GROUP (USA) CORPORATION
CONDENSED BALANCE SHEETS
ASSETS
------ June 30, December 31,
2015 2014
----------- -----------
(unaudited) (audited)
Current assets
Total assets $ - $ -
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Total liabilities $ - $ -
============ ===========
Stockholders' equity
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
issued and outstanding as of June 30,
2015 and December 31, 2014 - -
Common stock, $0.0001 par value, 480,000,000
shares authorized; 302,000,000 shares and
20,000,000 shares issued and outstanding
as of June 30, 2015 and December 31,
2014, respectively $ 30,200 $ 2,000
Discount on Common Stock $ (30,200) $ (2,000)
Additional paid-in capital $ 1,331 $ 712
Accumulated deficit $ (1,331) $ (712)
------------ ------------
Total stockholders' equity $ - $ -
------------ -----------
Total liabilities and stockholders'
equity $ - $ -
============ ============
The accompanying notes are an integral part of these unaudited condensed
financial statements.
2
______________________________________________________________________
FUDA GROUP (USA) CORPORATION
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the three For the six
months ended months ended
June 30, 2015 June 30, 2015
------------- -------------
Revenue $ - $ -
Cost of revenue $ - $ -
------------- -------------
Gross profit $ - $ -
Operating expenses $ - $ 619
------------- -------------
Operating loss $ - $ (619)
Loss before income taxes $ - $ (619)
============= =============
Income tax expense $ - $ -
Net loss $ - $ (619)
============= =============
Loss per share - basic and diluted $ - $ (0.00)
============= ==============
Weighted average shares-
basic and diluted 302,000,000 221,991,667
============ =============
The accompanying notes are an integral part of these unaudited
condensed financial statements.
3
______________________________________________________________________
FUDA GROUP (USA) CORPORATION
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
For the six
months ending
June 30, 2015
-------------
OPERATING ACTIVITIES
Net loss $ (619)
-------------
Non-cash adjustments to reconcile net loss to
net cash:
Expenses paid for by stockholder and contributed
as capital $ 619
-------------
Changes in Operating Assets and Liabilities:
Net cash used in operating activities $ -
--------------
Net increase in cash $ -
Cash, beginning of period $ -
--------------
Cash, end of period $ -
===============
Supplemental cash flow information:
Interest paid $ -
---------------
Income tax paid $ -
---------------
The accompanying notes are an integral part of these unaudited
condensed financial statements.
4
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FUDA GROUP (USA) CORPORATION
Notes to Unaudited Condensed Financial Statements
NOTE 1 - NATURE OF OPERATIONS
The Company was incorporated on September 25, 2014 under the laws of the
state of Delaware to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. The Company has been
in the developmental stage since inception and its operations to date have
been limited to issuing shares to its original shareholders. The Company
will attempt to locate and negotiate with a business entity for the
combination of that target company with the Company. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish
to structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the Internal
Revenue Code of 1986, as amended. No assurances can be given that the
Company will be successful in locating or negotiating with any target
company. The Company has been formed to provide a method for a foreign
or domestic private company to become a reporting company with a class
of securities registered under the Securities Exchange Act of 1934.
On February 17, 2015, the Company changed its name from Spruce Valley
Acquisition Corporation to Fuda Group (USA) Corporation (the "Company"
or "Fuda Group") and filed the amendment with the State of Delaware.
On February 17, 2015, the Company amended its certificate of incorporation
to increase its authorized capitalization to an aggregate of 500,000,000
shares consisting of 480,000,000 shares of common stock and 20,000,000
shares of non-designated preferred stock and filed the amendment with
the State of Delaware.
On February 23, 2015, the Company filed a Form 8-K to report a change
of control by the following event: the Company redeemed an aggregate
of 19,500,000 of the then 20,000,000 shares of outstanding stock at a
redemption price of $.0001 per share for an aggregate redemption price
of $1,950; the then officers and directors resigned; new officers and
directors were appointed and elected; and the Company issued 301,500,000
shares of its common stock pursuant to Section 4(2) of the Securities Act
of 1933 at par, representing 99.8% of the total outstanding 302,000,000
shares of common stock as follows:
Liaoning Fuda Mining Co., LTD 61,000,000
Dandong Hao Han Mining Co., LTD 58,000,000
Xiaobin Wu 51,500,000
B. Square Pty LTD 48,000,000
JFL International Group
Private Limited 35,000,000
Lina Wu 35,000,000
Lihua Sun 13,000,000
NOTE 2 - BASIS OF PRESENTATION
The accompanying condensed balance sheet as of December 31, 2014, which
has been derived from the Company's audited financial statements as of
that date, and the unaudited condensed financial information of the Company
as of June 30, 2015 and for the three and six months ended June 30, 2015,
has 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 instructions to Form 10-Q and Article
8-03 of Regulation S-X. In the opinion of management, such financial
information includes all adjustments considered necessary for a fair
presentation of the Company's financial position at such date and the
operating results and cash flows for such periods. Operating results for
the interim period ended June 30, 2015 are not necessarily indicative of
the results that may be expected for the entire year. Certain information
and footnote disclosure normally included in financial statements in
accordance with generally accepted accounting principles have been
omitted pursuant to the rules of the United States Securities and
Exchange Commission ("SEC"). These unaudited financial statements
should be read in conjunction with our audited financial statements
and accompanying notes included in the Company's Annual Report on Form
10-K for the year ended December 31, 2014 filed on April 14, 2015.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of unaudited condensed financial statements in conformity
with GAAP 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 condensed financial
statements, and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
CASH
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with
original maturities of 90 days or less. The Company did not have cash or
cash equivalents as of June 30, 2015 and December 31, 2014.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balances in
excess of the Federal Deposit Insurance Corporation limit as of June 30, 2015.
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled. Valuation allowances are established when it is
more likely than not that some or all of the deferred tax assets will not be
realized.
As of June 30, 2015 there were no deferred taxes due to the uncertainty of
the realization of net operating loss or carry forward prior to expiration.
REVENUE RECOGNITION POLICY
The Company recognizes revenue in accordance with Financial Accounting
Standards Board Accounting Standards Codification ("ASC") No. 605, Revenue
Recognition. In all cases, revenue is recognized only when the price is fixed
and determinable, persuasive evidence of an arrangement exists, the service
is performed and collectability of the resulting receivable is reasonably
assured.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding during
the period. Diluted loss per common share reflect the potential dilution
that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance
of common stock that then shared in the loss of the entity. As of June 30,
2015, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements of
financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in the
unaudited condensed financial statements on a recurring basis. Additionally,
the Company adopted guidance for fair value measurement related to
nonfinancial items that are recognized and disclosed at fair value in the
unaudited condensed financial statements on a nonrecurring basis. The
guidance establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to
measurements involving significant unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:
- Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.
- Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly or
indirectly.
- Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their
fair values because of the short maturity of these instruments.
NOTE 4 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and
has sustained operating losses during the period ended June 30, 2015.
The Company had working capital of $0 and an accumulated deficit of $1,331
as of June 30, 2015. The Company's continuation as a going concern is
dependent on its ability to generate sufficient cash flows from operations
to meet its obligations and/or obtain additional financing from its members
or other sources, as may be required.
The accompanying unaudited condensed financial statements have been
prepared assuming that the Company will continue as a going concern;
however, the above condition raises substantial doubt about the Company's
ability to do so. The unaudited condensed financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classifications
of liabilities that may result should the Company be unable to continue as
a going concern. In order to maintain its current level of operations, the
Company will require additional working capital from either cash flow from
operations or from the sale of its equity. However, the Company currently
has no commitments from any third parties for the purchase of its equity.
If the Company is unable to acquire additional working capital, it will
be required to significantly reduce its current level of operations.
NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS
On June 12, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-10-Technical Corrections and
Improvements. The amendments in this Update cover a wide range of Topics
in the Codification. The amendments in this Update represent changes to make
minor corrections or minor improvements to the Codification that are not
expected to have a significant effect on current accounting practice or
create a significant administrative cost to most entities. This Accounting
Standards Update is the final version of Proposed Accounting Standards Update
2014-240-Technical Corrections and Improvements, which has been deleted.
Transition guidance varies based on the amendments in this Update. The
amendments in this Update that require transition guidance are effective
for all entities for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2015. Early adoption is permitted,
including adoption in an interim period. All other amendments will be
effective upon the issuance of this Update. Management is in the process
of assessing the impact of this ASU on the Company's financial statements.
On May 21, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-09 Financial Services Insurance
(Topic 944): Disclosures about Short-Duration Contracts. The objectives of
the amendments in this Update are to increase transparency of significant
estimates made in measuring the liability for unpaid claims and claim
adjustment expenses, improve comparability through consistently disclosed
information, and provide financial statements users with information to
facilitate analysis of the amount, timing, and uncertainty of cash flows
arising from contracts issued by insurance entities and the development of
loss reserve estimates. For public business entities, effective for annual
periods beginning after December 15, 2015, and interim periods within annual
periods beginning after December 15, 2016. For all other entities, effective
for annual periods beginning after December 15, 2016, and interim periods
within annual periods beginning after December 15, 2017. Management is in
the process of assessing the impact of this ASU on the Company's financial
statements.
On May 12, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-08 Business Combinations (Topic
805): Pushdown Accounting: Amendments to SEC Paragraphs Pursuant to Staff
Accounting Bulletin No. 115. This Accounting Standards Update amends various
SEC paragraphs pursuant to the issuance of Staff Accounting Bulletin No. 115.
The amendments are effective upon issuance (May 12, 2015). Management is in
the process of assessing the impact of this ASU on the Company's financial
statements.
On May 1, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-07 Fair Value Measurement
(Topic 820): Disclosures for Investments in Certain Entities That Calculate
Net Asset Value per Share (or Its Equivalent). Topic 820, Fair Value
Measurement, permits a reporting entity, as a practical expedient, to measure
the fair value of certain investments using the net asset value per share of
the investment. Currently, investments valued using the practical expedient
are categorized within the fair value hierarchy on the basis of whether the
investment is redeemable with the investee at net asset value on the
measurement date, never redeemable with the investee at net asset value, or
redeemable with the investee at net asset value at a future date. To address
the diversity in practice related to how certain investments measured at net
asset value with future redemption dates are categorized, the amendments in
this Update remove the requirement to categorize investments for which fair
values are measured using the net asset value per share practical expedient.
It also limits disclosures to investments for which the entity has elected
to measure the fair value using the practical expedient. This Accounting
Standards Update is the final version of Proposed Accounting Standards
Update EITF-14B Fair Value Measurement Disclosures for Investments in
Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent)
(Topic 820), which has been deleted. Effective for public business entities
for fiscal years beginning after December 15, 2015, and interim periods
within those fiscal years. For all other entities, the amendments in this
Update are effective for fiscal years beginning after December 15, 2016,
and interim periods within those fiscal years. A reporting entity should
apply the amendments retrospectively to all periods presented. The
retrospective approach requires that an investment for which fair value
is measured using the net asset value per share practical expedient be
removed from the fair value hierarchy in all periods presented in an
entity's financial statements. Earlier application is permitted.
Management is in the process of assessing the impact of this ASU on the
Company's financial statements.
On April 30, 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-06 Earnings Per Share
(Topic 260): Effects on Historical Earnings per Units of Master Limited
Partnership Dropdown Transactions. Under Topic 260, Earnings Per Share,
master limited partnerships (MLPs) apply the two-class method to calculate
earnings per unit (EPU) because the general partner, limited partners,
and incentive distribution rights holders each participate differently
in the distribution of available cash. When a general partner transfers
(or "drops down") net assets to a master limited partnership and that
transaction is accounted for as a transaction between entities under
common control, the statements of operations of the master limited
partnership are adjusted retrospectively to reflect the dropdown
transaction as if it occurred on the earliest date during which the
entities were under common control. The amendments in this Update specify
that for purposes of calculating historical EPU under the two-class
method, the earnings (losses) of a transferred business before the
date of a dropdown transaction should be allocated entirely to the
general partner interest, and previously reported EPU of the limited
partners would not change as a result of a dropdown transaction.
Qualitative disclosures about how the rights to the earnings (losses)
differ before and after the dropdown transaction occurs also are
required. This Accounting Standards Update is the final version of
Proposed Accounting Standards Update EITF-14A Earnings Per Share Effects
on Historical Earnings per Unit of Master Limited Partnership Dropdown
Transactions (Topic 260), which has been deleted. Effective for fiscal
years beginning after December 15, 2015, and interim periods within
those fiscal years. Earlier application is permitted. The amendments in
this Update should be applied retrospectively for all financial
statements presented. Management is in the process of assessing the
impact of this ASU on the Company's financial statements.
On April 15, 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-05 Intangibles
Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's
Accounting for Fees Paid in a Cloud Computing Arrangement. The objective
of the amendments in this Update is to address the concerns of
stakeholders that the lack of guidance about a customer's accounting
for fees in a cloud computing arrangement leads to unnecessary cost
and complexity when evaluating the accounting for those fees, as
well as some diversity in practice. The amendments in this Update
will help entities evaluate the accounting for fees paid by a customer
in a cloud computing arrangement by providing guidance as to whether an
arrangement includes the sale or license of software. This Accounting
Standards Update is the final version of Proposed Accounting Standards
Update 2014-230 Intangibles Goodwill and Other Internal-Use Software
(Subtopic 350-40), which has been deleted. Effective for annual periods,
including interim periods within those annual periods, beginning after
December 15, 2015. For all other entities, the amendments will be
effective for annual periods beginning after December 15, 2015, and
interim periods in annual periods beginning after December 15, 2016.
Early adoption is permitted for all entities. Management is in the
process of assessing the impact of this ASU on the Company's financial
statements.
On April 15, 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-04 Compensation
Retirement Benefits (Topic 715): Practical Expedient for the Measurement
Date of an Employer's Defined Benefit Obligation and Plan Assets. The
amendments in this Update would provide a practical expedient for employers
with fiscal year-ends that do not fall on a month-end by permitting those
employers to measure defined benefit plan assets and obligations as of
the month-end that is closest to the entity's fiscal year-end. This
Accounting Standards Update is the final version of Proposed Accounting
Standards Update 2014-260 Compensation Retirement Benefits (Topic 715),
which has been deleted. Effective for public business entities for
financial statements issued for fiscal years beginning after
December 15, 2015, and interim periods within those fiscal years. For all
other entities, the amendments in this Update are effective for financial
statements issued for fiscal years beginning after December 15, 2016,
and interim periods within fiscal years beginning after December 15,
2017. Earlier application is permitted. Management is in the process
of assessing the impact of this ASU on the Company's financial
statements.
On April 7, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-03 Interest Imputation of
Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance
Costs. To simplify presentation of debt issuance costs, the amendments in
this Update would require that debt issuance costs be presented in the balance
sheet as a direct deduction from the carrying amount of debt liability,
consistent with debt discounts or premiums. The recognition and measurement
guidance for debt issuance costs would not be affected by the amendments
in this Update. This Accounting Standards Update is the final version of
Proposed Accounting Standards Update 2014-250 Interest Imputation of
Interest (Subtopic 835-30), which has been deleted. For public business
entities, the amendments in this Update are effective for financial
statements issued for fiscal years beginning after December 15, 2015,
and interim periods within those fiscal years. For all other entities,
the amendments in this Update are effective for financial statements
issued for fiscal years beginning after December 15, 2015, and interim
periods within fiscal years beginning after December 15, 2016. Early
adoption of the amendments in this Update is permitted for financial
statements that have not been previously issued. Management is in the
process of assessing the impact of this ASU on the Company's financial
statements.
On February 18, 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-02 Consolidation
(Topic 810): Amendments to the Consolidation Analysis. The amendments in
this Update affect reporting entities that are required to evaluate whether
they should consolidate certain legal entities. All legal entities are subject
to reevaluation under the revised consolidation model. Specifically, the
amendments: (1) Modify the evaluation of whether limited partnerships and
similar legal entities are variable interest entities (VIEs) or voting
interest entities; (2) Eliminate the presumption that a general partner
should consolidate a limited partnership; (3) Affect the consolidation
analysis of reporting entities that are involved with VIEs, particularly
those that have fee arrangements and related party relationships; and (4)
Provide a scope exception from consolidation guidance for reporting entities
with interests in legal entities that are required to comply with or operate
in accordance with requirements that are similar to those in Rule 2a-7 of
the Investment Company Act of 1940 for registered money market funds. This
Accounting Standards Update is the final version of Proposed Accounting
Standards Update 2011- 220 Consolidation (Topic 810), which has been
deleted. Effective for public business entities for fiscal years, and for
interim periods within those fiscal years, beginning after December 15,
2015. For all other entities, the amendments in this Update are effective
for fiscal years beginning after December 15, 2016, and for interim
periods within fiscal years beginning after December 15, 2017. Early
adoption is permitted, including adoption in an interim period. If an
entity early adopts the amendments in an interim period, any adjustments
should be reflected as of the beginning of the fiscal year that includes
that interim period. A reporting entity may apply the amendments in this
Update using a modified retrospective approach by recording a cumulative-
effect adjustment to equity as of the beginning of the fiscal year of
adoption. A reporting entity also may apply the amendments retrospectively.
Management is in the process of assessing the impact of this ASU
on the Company's financial statements.
In January 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-01 Income
Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying
Income Statement Presentation by Eliminating the Concept of Extraordinary
Items. The objective of this Update is to simplify the income statement
presentation requirements in Subtopic 225-20 by eliminating the concept
of extraordinary items. Extraordinary items are events and transactions
that are distinguished by their unusual nature and by the infrequency of
their occurrence. Eliminating the extraordinary classification simplifies
income statement presentation by altogether removing the concept of
extraordinary items from consideration. This Accounting Standards Update
is the final version of Proposed Accounting Standards Update 2014-220
Income Statement Extraordinary Items (Subtopic 225-20), which has been
deleted. Effective for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2015. A reporting entity
may apply the amendments prospectively. A reporting entity also may apply
the amendments retrospectively to all prior periods presented in the
financial statements. Early adoption is permitted provided that the guidance
is applied from the beginning of the fiscal year of adoption. The effective
date is the same for both public business entities and all other entities.
Management is in the process of assessing the impact of this ASU on the
Company's financial statements.
NOTE 6 STOCKHOLDERS' EQUITY
On September 25, 2014 the Company issued 20,000,000 founders common
stock to two directors and officers of which 19,500,000 were redeemed on
February 20, 2015.
On February 20, 2015, the Company redeemed an aggregate of 19,500,000 of
the then 20,000,000 shares of outstanding stock at a redemption price of
$.0001 per share for an aggregate redemption price of $1,950.
On February 21, 2015, the Company issued 301,500,000 shares of its common
stock pursuant to Section 4(2) of the Securities Act of 1933 at par,
representing 99.8% of the total outstanding 302,000,000 shares of common
stock as follows:
Liaoning Fuda Mining Co., LTD 61,000,000
Dandong Hao Han Mining Co., LTD 58,000,000
Xiaobin Wu 51,500,000
B. Square Pty LTD 48,000,000
JFL International Group
Private Limited 35,000,000
Lina Wu 35,000,000
Lihua Sun 13,000,000
The Company is authorized to issue 480,000,000 shares of common stock and
20,000,000 shares of preferred stock. As of June 30, 2015, 302,000,000
shares of common stock and no preferred stock were issued and outstanding.
______________________________________________________________________
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Fuda Group (USA) Corporation (formerly Spruce Valley Acquisition
Corporation) ("Fuda Group" or the "Company") was incorporated on
September 25, 2014 under the laws of the State of Delaware to engage
in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions.
In addition to a change in control of its management and
shareholders, the Company's operations to date have been limited to
issuing shares and filing a registration statement on Form 10 pursuant
to the Securities Exchange Act of 1934. The Company was formed to provide
a method for a foreign or domestic private company to become a reporting
company with a class of securities registered under the Securities
Exchange Act of 1934.
On November 3, 2014, the Company registered its common stock
on a Form 10 registration statement filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which
became automatically effective 60 days thereafter.
The Company files with the Securities and Exchange Commission
periodic and current reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-Q and annual reports Form 10-K.
On February 17, 2015, the Company amended its certificate of
incorporation to increase its authorized capitalization to an aggregate
of 500,000,000 shares consisting of 480,000,000 shares of common stock
and 20,000,000 shares of non-designated preferred stock and filed the
amendment with the State of Delaware.
On February 17, 2015, the Company changed its name to Fuda
Group (USA) Corporation and filed the amendment with the State of
Delaware.
On February 23, 2015, the Company filed a Form 8-K to report the
following events:
The Company redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of par'
James Cassidy and James McKillop, both directors of the Company
and the then president and vice president, respectively, resigned such
directorships and all offices of the Company. Messrs. Cassidy and
McKillop each beneficially retain 250,000 shares of the Company's
common stock;
Xiaobin Wu was named as the sole director of the Company and
serves as its Chief Executive Officer, Secretary and Treasurer; and
The Company issued 301,500,000 shares of its common stock at par
representing 99.8% of the then total outstanding 302,000,000 shares of
common stock.
The Company has no employees and only one director who also
serves as the Company's sole officer.
The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder. Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.
The Company has not entered into any definitive or binding
agreements and there are no assurances that such transactions will occur, it
is actively pursuing the following avenues of development:
To develop its business with a combination with Liaoning Fuda
Mining Co., Ltd. a Chinese company located in Dandong City, Liaoning
Province, China. The private company holds the majority shares in three
large open granite mines in the Dandong region, along the perimeter of
Zhen'an Gold Mine and Wu Long Gold Mine. The private company owns
52.16% in each of the three mines: Heng Xu, Jun Da and Xiang An. These
three mines cover a total area of 670,000 square meters and have a total
reserve of 60 million cubic meters of granite to be quarried. Presently,
the business is able to achieve an output of 200,000 cubic meters annually.
Fuda Mining processes the raw blocks into slabs, pavers, wall cladding,
and carvings which are sold to government agencies, corporations,
wholesalers, civil engineering and renovation companies. Fuda Mining
anticipates future plans to include adding additional processing plants
and expanding into other mining sectors.
The Company has instituted negotiations for merger with one or
more private companies and anticipates entering into final arrangements
this month. No agreements have been executed and if the Company makes
any acquisitions or enters into any mergers or other business combination,
it will file a Form 8-K.
It is anticipated that such private company will bring with it to such
merger key operating business activities and a business plan. As of the
date of this Report, no agreements have been executed to effect such a
business combination and although the Company anticipates that it will
effect such a business combination there is no assurance that such
combination will be consummated.
If and when the Company chooses to enter into a business
combination with such private company or another, it will likely file a
registration statement after such business combination is effected.
A combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange. The Company may
wish to structure the business combination to be within the definition of
a tax-free reorganization under Section 351 or Section 368 of the Internal
Revenue Code of 1986, as amended.
As of June 30, 2015, the Company had not generated revenues and
had no income or cash flows from operations since inception. For the six
months ended June 30, 2015 the Company had sustained net loss of $619,
and had an accumulated deficit of $1,331.
The Company's independent auditors have issued a report for the period
from September 25, 2014 (inception) to December 31, 2014 raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for the combination of that target company with the
Company.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange
Commission, the Company carried out an evaluation of the effectiveness
of the design and operation of its disclosure controls and procedures
pursuant to Exchange Act Rules. This evaluation was done as of the
end of the period covered by this report under the supervision and with
the participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information required
to be disclosed by the Company in its periodic reports is recorded,
processed, summarized and reported, within the time periods specified
in the Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure
that information required to be disclosed by an issuer in the reports
that it files or submits under the Act is accumulated and communicated
to the issuer's management, including its principal executive and
principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly 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 pursuant
to temporary rules of the Securities and Exchange Commission that permit
the Company to provide only management's report in this Quarterly
Report.
Changes in Internal Controls
With the change in control there was a change in the management
of the Company and its internal controls over financial reporting;
however, given that such control remains in the hands of a single officer
and director the process of reporting and internal control will likely not
change and therefore ther was no change that occurred during the period
covered by this report that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
PART II -- OTHER INFORMATION
`ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the
Company is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS
From inception (September 25, 2014), the Company has issued
20,000,000 common shares pursuant to Section 4(2) of the Securities
Act of 1933 for an aggregate purchase price of $2,000 as folllows:
On September 25, 2014, the Company issued the following shares
of its common stock:
Name Number of Shares
James Cassidy 10,000,000
James McKillop 10,000,000
Of the above 20,000,000 shares outstanding, 19,500,000 were redeemed,
pro rata, on February 20, 2015 from the holders thereof. On February 21,
the Company issued 301,500,000 shares as follows:
Liaoning Fuda Mining Co., LTD 61,000,000
Dandong Hao Han Mining Co., LTD 58,000,000
Xiaobin Wu 51,500,000
B. Square Pty LTD 48,000,000
JFL International Group Private Limited 35,000,000
Lina Wu 35,000,000
Lihua Sun 13,000,000
With the issuance of the shares and the redemption of shares
of stock, the Company effected a change in control and the shareholder(s)
elected new management of the Company. The Company may develop its
business plan by future business combinations or transactions but
no agreements or contracts have been reached. If the Company makes
any acquisitions, mergers or other business combination, it will file
a Form 8-K but until such time the Company remains a shell
company.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been any
material changes to the procedures by which security holders may
recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
FUDA GROUP (USA) CORPORATION
By: /s/ Xiaobin Wu
President, Chief Executive Officer
Chief Financial Officer
Dated: August 7, 2015