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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the quarterly period ended June 30, 2022
   
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 No. 000-51185

 

Golden Ally Lifetech Group, Inc.

(exact name of registrant as specified in its charter)

 

Delaware   16-1732674

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

901 S. Mopack Exp Building 1, Suite 300, Austin, TX 78746

(Address of principal executive offices) (zip code)

 

(512) 430-1553

(Registrant’s telephone number, including area code)

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

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
         

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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

 

  Large accelerated filer Accelerated Filer
  Non-accelerated filer Smaller reporting company
  Emerging growth company    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

As of August 12, 2022, the registrant had 8,496,061,902 shares of common stock outstanding.

 

 

 

 
 

 

Table of Contents

 

      Page
       
PART I. FINANCIAL INFORMATION  
       
  Item 1. Financial Statements (unaudited) 3
       
    Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 3
       
    Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 4
       
    Condensed Consolidated Statements of Stockholders’ Equity (Deficit) as of June 30, 2022 and 2021 5
       
    Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 6
       
    Notes to Condensed Consolidated Financial Statements 7
       
  Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
       
  Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
       
  Item 4. Controls and Procedures 14
       
PART II. OTHER INFORMATION  
       
  Item 1. Legal Proceedings 15
       
  Item 1A. Risk Factors 15
       
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
       
  Item 3. Defaults Upon Senior Securities 15
       
  Item 4. Mine Safety Disclosures 15
       
  Item 5. Other Information 15
       
  Item 6. Exhibits 15
       
SIGNATURES   16

 

2
 

 

Item 1. Financial Statements.

 

Golden Ally Lifetech Group, Inc.

Condensed Consolidated Balance Sheets

 

(Unaudited)

 

   June 30, 2022   December 31, 2021 
         
Assets          
Current          
Cash  $2,914,914   $2,999,370 
Prepaids   227,017    - 
Loan receivable – related party   1,000,000    - 
Total Current Assets   4,141,931    2,999,370 
           
Right of use asset   132,451    - 
Goodwill   1,777,204    - 
Total Assets  $6,051,586   $2,999,370 
           
Liabilities and Stockholders’ Equity          
Current Liabilities          
Accounts payable and accrued liabilities  $21,478   $- 
Lease liabilities   75,600    - 
Due to related parties   5,000    5,000 
Total Current liabilities   102,078    5,000 
           
Lease liability, net of current portion   57,362    - 
Total Liabilities   159,440    5,000 
           
Stockholders’ Equity          
           
Convertible Series A Preferred Stock, par value $0.00001: 1,000,000,000 authorized; 1,000,000,000 and 5,000,000 outstanding   10,000    50 
Common Stock, par value $0.00001; 10,000,000,000 authorized; 8,496,061,902, and 20,535,982 outstanding   84,961    205 
Additional paid-in capital   9,402,893    3,051,685 
Accumulated deficit   (3,605,708)   (57,570)
Total Stockholders’ Equity   5,892,146    2,994,370 
           
Total Liabilities and Stockholders’ Equity  $6,051,586   $2,999,370 

 

See accompanying notes to financial statements.

 

3
 

 

Golden Ally Lifetech Group, Inc.

Condensed Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2022 and 2021

 

(Unaudited)

 

   2022   2021   2022   2021 
   For the Three Months Ended June 30,   For the Six Months Ended June 30, 
   2022   2021   2022   2021 
                 
Operating Expenses                    
Amortization  $5,759    -   $5,759   $- 
Financing and interest   1,052    -    1,052    - 
General and administrative   60,606    -    217,152    - 
Professional fees   1,107,649    -    2,501,532    - 
Wages and salaries   411,322    -    822,643    - 
Total Operating Expenses   1,586,388         3,548,138    - 
                     
Net operating loss  $(1,586,388)  $-    (3,548,138)   - 
Income tax   -    -    -    - 
Net Loss  $(1,586,388)  $-   $(3,548,138)  $- 
                     
Loss per Common Share  $(0.00)  $-   $(0.00)  $- 
                     
Weighted Average Common Shares Outstanding   7,937,236,017    20,535,982    4,000,642,954    20,535,982 

 

See accompanying notes to financial statements.

 

4
 

 

Golden Ally Lifetech Group, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

June 30, 2022 and 2021

 

(Unaudited)

 

   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
   Convertible Series A Preferred Stock   Common Stock   Additional Paid-in   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
                             
Balance December 31, 2021   5,000,000   $50    20,535,982   $205   $3,051,685   $(57,570)  $2,994,370 
Stock subscription received   -    -    -    -    5,042,060         5,042,060 
Recapitalization (reverse merger)   -    -    -    -    1,403,854    -    1,403,854 
Issuance of stock   995,000,000    9,950    8,475,525,920    84,755    (94,705)   -    - 
                                    
Net loss   -    -    -    -    -    (3,548,138)   (3,548,138)
Balance June 30, 2022   1,000,000,000   $10,000    8,496,061,902   $84,961   $9,402,893   $(3,605,708)  $5,892,146 

 

    Convertible Series A Preferred Stock    Common Stock    Additional Paid-in    Accumulated      
    Shares    Amount    Shares    Amount    Capital    Deficit    Total 
                                    
Balance December 31, 2020   -   $-    -   $-   $-   $-   $- 
Net loss   -    -    -    -    -    -    - 
Balance June 30, 2021   -   $-    -   $-   $-   $-   $- 

 

See accompanying notes to financial statements.

 

5
 

 

Golden Ally Lifetech Group Inc.

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2022 and 2021

(Unaudited)

 

   2022   2021 
   For the Six Months Ended  June 30, 
   2022   2021 
CASH FLOWS FROM OPERATING ACTIVITIES          
           
Net loss  $(3,548,138)  $-   
Adjustments to reconcile net loss to net cash used in operating activities:          
Amortization   5,759      
Prepaids   (227,017)     
Accounts payable and accrued liabilities   21,478      
Net cash used in Operating Activities   (3,747,918)     
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Payment of lease lability   (5,248)     
Proceeds from issuance of common shares   5,042,060      
Loan receivable – related party   (1,000,000)     
Net cash provided by Financing Activities   4,036,812      
           
CASH FLOWS USED IN INVESTING ACTIVITIES          
Cash paid in reverse merger   (373,350)     
Net cash used in Investing Activities   (373,350)     
           
Net change in cash   (84,456)     
Cash - Beginning of period   2,999,370      
Cash - End of period  $2,914,914   $-   
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Cash paid for income taxes  $-   $-   
Cash paid for interest  $-   $-   
           
NON CASH INVESTING AND FINANCING ACTIVITIES:          
Value of shares not exchanged in reverse merger  $1,403,854   $-
Issuance of Stock - Preferred Series A and Common  $-   $-   

 

See accompanying notes to financial statements.

 

6
 

 

Golden Ally Lifetech Group, Inc.

Condensed Consolidated Notes to Financial Statements

June 30, 2022

 

(Unaudited)

 

NOTE 1 – BUSINESS

 


Golden Ally Lifetech Group Inc. (“Golden Ally” or the “Company”) is a Delaware corporation incorporated on December 1, 2020, and operates primarily out of Austin, Texas.

 

Golden Ally is a high-tech start-up focusing on a unique product offering. Golden Ally activities to date have focused on the development and exploration of water filtration technology and consumer products with Aquaporin (“AQP”) Active Water. Golden Ally has been working with field experts and research institutions to apply and explore the ability to enhance water filtration for improved body cell absorption in commercialized water products.

 

On April 6, 2022, Golden Ally closed on the Share Purchase and Exchange Agreement (“SPA”) with Signet International Holdings, Inc. (“Signet”), a Delaware corporation formed on February 2, 2005, and the Signet controlling shareholders. Under generally accepted accounting principles, the acquisition by Signet of Golden Ally is considered to be a capital transaction in substance, rather than a business combination. That is, the acquisition is equivalent to the acquisition by Golden Ally of Signet with the issuance of stock by Golden Ally for the net assets of Signet. This transaction is reflected as a recapitalization and is accounted for as a change in capital structure. Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under reverse merger accounting, the comparative historical financial statements of Signet, as the legal acquirer, are those of the accounting acquirer, Golden Ally. Accordingly, Golden Ally’s financial statements prior to the closing of the reverse acquisition, reflect only the business of Golden Ally. Under the SPA, the controlling shareholders of Signet exchanged their capital stock of the Company, consisting of 5,000,000 shares of Series A Convertible Super Preferred Stock (convertible into 50,000,000 common shares), 4,474,080 common shares, and $373,350‎ of cash for all the shares of Golden Ally.

 

In March 2022 Signet’s Board of Directors approved, among other things, an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, subject to stockholder approval. Stockholder approval was obtained through written consent. Upon approval of all regulating authorities, on July 8, 2022, Signet’s name was changed from “Signet International Holdings, Inc.” to “Golden Ally Lifetech Group, Inc.”

 

NOTE 2 – GOING CONCERN

 

The financial statements have been prepared on a going concern basis which assumes Golden Ally will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Golden Ally has not yet established a source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. As reflected in the accompanying unaudited condensed financial statements, Golden Ally had a net loss of $3,548,138 and used net cash in operations of $3,747,918 for the six months ended June 30, 2022. Golden Ally has an accumulated deficit of $3,605,708 as of June 30, 2022. These factors raise substantial doubt about the ability of Signet to continue as a going concern.

 

In order to continue as a going concern, Golden Ally will need, among other things, additional capital resources. Management’s plan is to obtain such resources for Golden Ally by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing.

 

Management has held preliminary discussions with potential investors to secure significant capital for Golden Ally in 2022. Management believes that the diversified options for financing available to Golden Ally in 2022, along with support from significant shareholders, will allow it to achieve its objectives and satisfy its capital requirements. However, there can be no assurance that the Company will be able to successfully secure outside financing on reasonable terms, or at all.

 

These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should Golden Ally be unable to continue as a going concern.

 

7
 

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and footnotes required by GAAP in annual financial statements have been omitted or condensed and these interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in Signet’s Information Statement on Schedule 14C, filed with the SEC on March 16, 2022. These condensed financial statements of Golden Ally include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of the Golden Ally’s financial position as of June 30, 2022, and results of its operations and its cash flows for the interim periods presented. The results of operations for the six months ended June 30, 2022, are not necessarily indicative of the results to be expected for the entire year. There have been no significant changes in the Golden Ally’s accounting policies from those described in the Golden Ally’s audited financial statements and the related notes to those statements.

 

Pursuant to the SPA, the Business Combination was accounted for as a recapitalization in accordance with US GAAP. Under this method of accounting, of Signet International Holdings, Inc., was treated as the acquired company and Golden Ally Lifetech Group, Inc., was treated as the acquirer for financial statement reporting purposes.

 

Golden Ally Lifetech Group, Inc. was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

 

  Golden Ally Lifetech Group, Inc., through their ownership of the Convertible Series A Preferred stock and Common Stock, has a 77% of the voting interest;
     
  Golden Ally Lifetech Group, Inc., selected all of the new board of directors of Signet;
     
  Golden Ally Lifetech Group, Inc., senior management is the senior management of Signet; and
     
  Golden Ally Lifetech Group, Inc., is the larger entity based on historical operating activity.

 

Use of Estimates

 

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosure at the date of the financial statements. Actual results could differ from those estimates. Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness. Actual results and outcomes may differ from management’s estimates and assumptions.

 

Cash and cash equivalents

 

For purposes of the statement of cash flows, Golden Ally considers all highly liquid instruments purchased with an original maturity of three months or less to be cash.

 

As of June 30, 2022, and December 31, 2021, Golden Ally had cash of $2,914,914 and $2,999,370.

 

Concentrations of Credit Risk

 

Golden Ally maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. Golden Ally continually monitors its banking relationships and consequently has not experienced any losses in its accounts. Management believes Golden Ally is not exposed to any significant credit risk on cash.

 

8
 

 

Loss per Share

 

Loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Golden Ally had no dilutive instruments outstanding during the periods presented.

 

Recent Accounting Pronouncements

 

Golden Ally has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and Golden Ally does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations

 

NOTE 4 – PREPAID EXPENSE

 

During the six months ended June 30, 2022, Golden Ally entered into an agreement for legal services and paid $750,000 as a retainer to the legal service provider. As of June 30, 2022, $522,983 of the retainer was expensed and the $227,017 was recorded as a prepaid expense.

 

NOTE 5 – LOAN RECEIVABLE – RELATED PARTY

 

On May 15, 2022, the Company loaned $1,000,000 to a company owned by a related party. The loan is interest free and matures on November 14, 2022.

 

NOTE 6 - LEASES

 

During the six months ended June 30, 2022, the Company entered into a lease for an office located in California. The lease commenced on June 1, 2022, and is for a period of two years. The Company has accounted for the lease in accordance with ASC 842, Leases. Upon commencement of the lease, the Company recorded a right of use asset and lease liability for $138,210. During the six months ended June 30, 2022, the Company recognized $5,759 in amortization, $1,052 in interest expense and made payments of $6,300 on the lease liability. As at June 30, 2022, the right of use asset was $132,451 and the lease lability was $132,962.

 

NOTE 7 – GOODWILL

 

Under generally accepted accounting principles, the acquisition by Signet of Golden Ally is considered to be a capital transaction in substance, rather than a business combination. That is, the acquisition is equivalent to the acquisition by Golden Ally of Signet with the issuance of stock by Golden Ally for the net assets of Signet. This transaction is reflected as a recapitalization and is accounted for as a change in capital structure. Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under reverse merger accounting, the comparative historical financial statements of Signet, as the legal acquirer, are those of the accounting acquirer, Golden Ally. As part of the agreement, Golden Ally exchanged 100% of its shares for 77% of Signet shares, representing a premium for the 23% of Signet stock not acquired. Golden Ally recorded $1,777,204 in Goodwill for the $1,403,854 value of shares not acquired and $373,350 cash paid.

 

NOTE 8 – INVESTMENT – RELATED PARTY, AND ITS SUBSEQUENT RECISSION

 

On December 1, 2021, the Company entered into an agreement to purchase 20% of the issued and outstanding shares of Asia Hybrid Cryptocurrency Company Limited (“Asia Hybrid”) for $2,000,000. As part of the agreement, Asia Hybrid was to develop and maintain a digital platform for use by the Company. The Company made the payment of $2,000,000 in accordance with the agreement in December 2021.

 

On March 7, 2022, the Company entered a recission agreement with Asia Hybrid, and a related party, whereby the original agreement between the Company and Asia Hybrid was rescinded effective December 1, 2021, and both party’s obligations of the agreement were terminated.

 

9
 

 

NOTE 9 – CAPITAL STOCK

 

Common Stock

 

On April 6, 2022, the Company amended its Certificate of Incorporation and in connection therewith, its authorized shares of capital common stock was set at 10,000,000,000 with a par value of $0.00001.

 

During the six months ended June 30, 2022, Golden Ally received $5,042,060 for stock subscriptions related to common stock.

 

During the six months ended June 30, 2022, the Company issued 8,475,525,920 shares of common stock in connection with the transaction effected pursuant to the SPA generally described in Note. 1

 

There were 8,496,061,902 and 20,535,920 common shares outstanding as of June 30, 2022, and December 31, 2021

 

Preferred stock

 

On April 6, 2022, the Company amended the authorized shares of capital preferred stock to 1,000,000,000 with a par value of $0.00001.

 

On April 6, 2022, the Company issued 995,000,000 Series A Preferred Stock in connection with the transaction effected pursuant to the SPA generally described in Note 1.

 

There were 1,000,000,000 and 5,000,000 shares of Series A preferred stock issued and outstanding as of June 30, 2022, and December 31, 2021.

 

On July 8, 2022, the Company merged its sole subsidiary into the Company. Only the Company exists from this date.

 

NOTE 10 – RELATED PARTIES

 

During the year ended December 31, 2021, a related party paid expenses on behalf of the Company of $5,000. As of June 30, 2022, the related party owed $5,000.

 

During the six months ended June 30, 2022 and 2021, the Company paid $822,643 and $0 in wages and salaries to related parties.

 

During the six months ended June 30, 2022, Golden Ally entered into an agreement with a company owned by a related party to develop and implement marketing strategies for Golden Ally’s products. Golden Ally paid $1,800,000 per the terms of the agreement for services provided.

 

See Note 5 for Loan Receivable – Related Party.

 

NOTE 11 – COMMITMENTS

 

Operating lease

 

During the six months ended June 30, 2022, the Company entered into an agreement for office space in Texas. The agreement term is from January 19, 2022, to January 31, 2023 at a rate of $332 per month. The lease has been accounted for as a short-term lease and rental payments expensed.

 

During the six months ended June 30, 2022, the Company entered into a lease for a location in California. The term of the lease is four months ending on May 31, 2022. The base rent is $5,970 per month. The lease has been accounted for as a short-term lease and rental payments expensed. The lease was renewed on June 1, 2022 and has been accounted for in accordance with ASC 842, Leases at a cost of $6,300 per month

 

10
 

 

NOTE 12 – SUBSEQUENT EVENTS

 

In July 2022, the Company paid a related party, Taucoin Asset Management LLC, additional amounts of $200,000 and $400,000 to develop and implement marketing strategies for Company products.

 

END OF FINANCIAL STATEMENTS

 

11
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

You should read the following discussion and analysis together with our financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q and other reports we filed with the Securities and Exchange Commission. This Quarterly Report on Form 10-Q contains statements that discuss future events or expectations, projections of results of operations or financial condition, trends in our business, business prospects and strategies and other “forward-looking” information. In some cases, you can identify “forward-looking statements” by words like “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential” or “continue” or the negative of those words and other comparable words. These statements may relate to, among other things, our ability to implement and fund our business plan; expectations for our financial results, revenue, operating expenses and other financial measures in future periods; and the adequacy of our sources of liquidity to satisfy our working capital needs, capital expenditures, and other liquidity requirements.

 

April 2022 Reverse Merger (Purchase); Recent Developments

 

On February 28, 2022, Signet International Holdings, Inc. (“Signet”),‎ Estate of Ernest W. Letiziano, Ms. Hope Hillabrand, and Mr. Thomas Donaldson ‎‎(collectively, the “Controlling Shareholders”) and Golden Ally Lifetech Group Co., Ltd., a Delaware corporation (“Golden Ally”) entered into a Share Purchase and Exchange Agreement (the “SPA”).

 

Under the SPA, the Controlling Shareholders agreed to exchange their capital stock of Signet, consisting of 5,000,000 shares of Series A Convertible Super Preferred Stock (convertible into 50,000,000 common shares), 4,474,080 common shares, and $375,000‎ cash for all the shares of Golden Ally (the “Purchase”).

 

The Purchase contemplated by the SPA was consummated on April 6, 2022. Immediately after the Closing, the former stockholders of Golden Ally Sub collectively hold beneficially and of record over 99% of the total issued and outstanding equity securities and voting power of Signet. The Purchase resulted in Golden Ally becoming a subsidiary of Signet and the shareholders of Golden Ally holding shares of Signet.

 

In March 2022 Signet’s Board of Directors approved, among other things, an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, subject to stockholder approval. Stockholder approval was obtained through written consent. On July 8, 2022, Golden Ally was merged with and into Signet and Signet’s name was from “Signet International Holdings, Inc.” to “Golden Ally Lifetech Group, Inc.” In this report references to “Golden Ally” or the “Company” refer to the operations and assets of the Company on a post-purchase basis.

 

Our Business

 

Golden Ally is focused on its Aquaporin (“AQP”) Active Water project, which is a derivative of an academic inspiration from the 2003 Nobel Laureates in Chemistry, Dr. Peter Agre and Dr. Roderick MacKinnon jointly, “for discoveries concerning channels in cell membranes”. Golden Ally has been working closely with experienced field experts and top scientific research institutions to apply the famous Nobel Prize theory of aquaporins into its commercialized products, i.e., the AQP Active Water.

 

AQP Active Water is the product of a unique water filtration technology derived from raw materials with exclusive access by Golden Ally. The advanced technology can enhance water filtration for better body cell absorption to improve health. All AQP Active Water products are expected to be produced through OEM arrangements and their distribution logistics will also be supported by the OEM partners.

 

AQP Active Water is an epoch-making product. Consumption for a prolonged period is foreseen to possibly extend human body cells’ lifespan. Golden Ally has been running laboratory tests on its products at the David Geffen School of Medicine at University of California, Los Angeles.

 

High-income households are Golden Ally’s targeted consumers due to a strong correlation between income level and health spending. The global consumer pool for AQP Active Water is estimated at 17.61 million households. These households represent the portion that has an annual household income of over $150,000 USD, a level that can potentially support annual household spending on healthcare products.

 

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Results of Operations

 

Overview

 

Golden Ally is a developmental stage company that is currently implementing its business plan, which is to be a high-tech start-up focused on a unique product offering. Our activities to date have focused on the development and exploration of water filtration technology and consumer products with AQP Active Water. We have been working with field experts and research institutions to apply and explore the ability to enhance water filtration for improved body cell absorption in commercialized water products. During the quarter ended June 30, 2022, the Company continued taking steps to implement its business plan, including negating various agreements related to the production, marketing and distribution of its products, including a Bottling Agreement with Azure Water Bottling of Florida, LLC.

 

Limited Operating History; Need for Additional Capital

 

We have had limited operations and have been issued a “going concern” opinion by our auditor for the year ended December 31, 2021, based on our lack of an established source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. As of June 30, 2022, we have incurred a cumulative deficit of $3,605,708. There is limited historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee that we will be successful in our business operations.

 

Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our products and market downturns.

 

In the six months ended June 30, 2022, Golden Ally received $5,042,000 for stock subscriptions receivable related to its Common Stock. We expect to require further investments and have no assurance that future financings will be available to us on acceptable terms, or at all. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. If we are unable to raise additional capital to maintain our operations in the future, we may be unable to carry out our business plans or we may be forced to cease operations.

 

Going Concern

 

Our financial statements have been prepared on a going concern basis which assumes Golden Ally will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. No revenues have been generated to date and we expect limited revenues.

 

Results of Operations

 

During the three and six months ended June 30, 2022, we did not generate any revenue. Our operating expenses for the three and six month periods ended June 30, 2022 were $1,586,388 and $3,548,138, consisting primarily of professional fees and other expenses paid to develop and implement marketing strategies for its products. and wages and salaries for Company personnel. As a result, for the three and six months ended June 30, 2022 we incurred a loss from operations of $1,586,388 and $3,548,138. During the three and six months ended June 30, 2021 we did not have any operations.

 

Liquidity and Capital Resources

 

Working Capital and Cash Flows. Golden Ally used cash flows of $3,747,918 for‎ operating activities for the six months ended June 30, 2022.

 

On January 3, 2022, Golden Ally entered into an agreement with a company owned by a related party, Taucoin Asset Management LLC, to develop and implement marketing strategies for its products. During the first six months of 2022, the Company paid a total of $1,800,000 on this agreement.

 

On January 18, 2022, Golden Alley entered into an agreement for legal services. In January 2022, Golden Ally paid $500,000 as a retainer to the legal service provider.

 

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Golden Ally has a lease for an office in Texas for one year at $332 per month. During the six months ended June 30, 2022, the Company also entered into a lease for a location in California. The initial term of the lease was four months ending on May 31, 2022. The lease was renewed on June 1, 2022, and the base rent is now $6,300 per month.

 

In July 2022, the Company paid a related party, Taucoin Asset Management LLC, additional amounts of $200,000 and $400,000 to develop and implement marketing strategies for Company products.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

 

Critical Accounting Policies

 

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures in our financial statements. We had no critical accounting policies for the year ended December 31, 2021, or for the quarter ended June 30, 2022.

 

We have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are summarized in Note 3 to our financial statements. Although we believe that our estimates, judgments and assumptions are reasonable, they are based upon information presently available. Actual results may differ from those estimates.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

Item 4. Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is collected and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company. In designing and evaluating our disclosure controls and procedures, management recognizes that no matter how well conceived and operated, disclosure controls and procedures can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II.

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

N/A

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

EXHIBIT NO.   DESCRIPTION
3.1   Certificate of Ownership and Merger dated July 8, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report dated July 8, 2022)
10.1+   Bottling Agreement between Golden Ally Lifetech Group, Inc. and Azure Water Bottling of Florida, LLC dated June 24, 2022
31.1*   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

 

* Furnished herewith.

 

** The certifications attached as Exhibits 32.1 and 32.2 that accompanies this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

 

+ Certain portions of this agreement have been omitted because such information is not material and is the type that the registrant treats as private or confidential.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date:  August 18, 2022   Signet International Holdings, Inc.
         
      By: /s/ Oliver Keren Ban
        Oliver Keren Ban, Chief Executive Officer and President (Principal Executive Officer), Secretary, Treasurer, and Director
         
      By: /s/ Tak Yiu Cheng
        Tak Yiu Cheng, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

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