Company Quick10K Filing
Quick10K
Baying Ecological Holding Group
10-K 2019-06-30 Annual: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-Q 2018-12-31 Quarter: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-K 2018-06-30 Annual: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-Q 2017-12-31 Quarter: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-K 2017-06-30 Annual: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-Q 2016-12-31 Quarter: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-K 2016-06-30 Annual: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-Q 2015-12-31 Quarter: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-K 2015-06-30 Annual: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-Q 2014-12-31 Quarter: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-K 2014-06-30 Annual: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-Q 2009-12-31 Quarter: 2009-12-31
CZFS Citizens Financial Services 210
TRVI Trevi Therapeutics 84
POWW Ammo 70
VCBD Vitalibis 12
XREE X Rail Entertainment 0
SFIV Sector 5 0
XGN Exagen 0
JCG J Crew Group 0
RVA Reva Medical 0
KBSGI KBS Growth & Income REIT 0
BYIN 2019-06-30
Part I
Item 1. Business.
Item 1A. Risk Factors.
Item 1B. Unresolved Staff Comments.
Item 2. Description of Property
Item 3. Legal Proceedings.
Item 4. Mine Safety Disclosures.
Part II
Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchasers of Equity Securities.
Item 6. Selected Financial Data.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Note 1 - Organization and Description of Business
Note 2 - Going Concern
Note 3 - Summary of Significant Accounting Policies
Note 4 - Related Party Transaction
Note 5 - Stockholders' Deficit
Note 6 - Income Taxes
Note 7 - Subsequent Events
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Item 9B. Other Information.
Part III
Item 10. Directors, Executive Officers and Corporate Governance.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Item 14. Principal Accountant Fees and Services.
Part IV
Item 15. Exhibits, Financial Statement Schedules.
EX-31.1 byin_ex311.htm
EX-32.1 byin_ex321.htm

Baying Ecological Holding Group Earnings 2019-06-30

BYIN 10K Annual Report

Balance SheetIncome StatementCash Flow

10-K 1 byin_10k.htm FORM 10-K byin_10k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2019

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

BAYING ECOLOGICAL HOLDING GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

59-2928366

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

850 Stephenson Highway, Suite 310 Troy, Michigan

 

90265

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (310) 887-6391

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

 

Common Stock, $0.001 Par Value

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ YES     x NO

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ YES     x NO

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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. x 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). x YES     ¨ NO

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ 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 definition of “accelerated filer,” “large 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

x

 

Emerging growth company

x

 

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 Act). ¨ Yes     x No

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, as quoted by the OTC Pink market on December 31, 2018: $105,652

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the close of business on September 28, 2019: 260,983

 

 
 
 
 

 

TABLE OF CONTENTS

 

PART I

 

Item 1.

Business

 

4

 

Item 1A.

Risk Factors

 

8

 

Item 1B.

Unresolved Staff Comments

 

17

 

Item 2.

Properties

 

17

 

Item 3.

Legal Proceedings

 

17

 

Item 4.

Mine Safety Disclosures

 

17

 

PART II

 

Item 5.

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

 

18

 

Item 6.

Selected Financial Data

 

19

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

20

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

22

 

Item 8.

Financial Statements and Supplementary Data

 

23

 

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

32

 

Item 9A.

Controls and Procedures

 

32

 

Item 9B.

Other Information

 

33

 

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

34

 

Item 11.

Executive Compensation

 

38

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

39

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

40

 

Item 14.

Principal Accounting Fees and Services

 

40

 

PART IV

 

Item 15.

Exhibits, Financial Statement Schedules

 

41

 

SIGNATURES

 

42

 

2
 
Table of Contents

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

 

Information included in this Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of View Systems, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

 
3
 
Table of Contents

 

PART I

 

ITEM 1. BUSINESS.

 

In this report, unless the context requires otherwise, references to the “Company”, “Baying Ecological”, “we”, “us” and “our” are to Baying Ecological Holding Group, Inc.

 

CORPORATE HISTORY

 

We were incorporated pursuant to the laws of the State of Nevada on April 11, 2005 under the name Toro Ventures Inc. We were initially in the fast food services industry. In accordance with the terms and provisions of that certain stock purchase agreement dated December 31, 2013 (the “Stock Purchase Agreement”) between Joe Arcaro, seller of control block of restricted shares of common stock of the Company and our sole officer and director (“Arcaro”) and The World Financial Holdings Group Co., Ltd., purchaser of the control block of shares of (“World Financial”), there was a change in our control. Arcarco tendered his resignation as the sole member of the Board of Directors and our President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer effective February 7, 2014. Effective February 7, 2014, the Board of Directors simultaneously appointed (i) Zhouping Jiao as the sole member of the Board of Directors and as the President/Chief Executive Officer and Treasurer/Chief Financial Officer of the Company; and (ii) Yuehong Yan as our Secretary. In light of the upcoming new business operations, effective May 1, 2014, Zhouping Jiao resigned as the sole member of the Board of Directors and as our President/Chief Executive Officer, Treasurer/Chief Financial Officer and Yuehong Yan resigned as our Secretary. Simultaneously, the Board of Directors effective May 1, 2014 appointed Parsh Patel as the sole member of the Board of Directors and as our President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer.

 

Effective January 9, 2014, our Board of Directors and the majority shareholders approved an amendment to the articles of incorporation to change our name from “Toro Ventures Inc.” to “Baying Ecological Holding Group Inc.” (the “Name Change Amendment”). The Amendment was filed with the Secretary of State of Nevada on January 23, 2014 changing our name to “Baying Ecological Holding Group Inc.” (the “Name Change”). The Name Change was effected to better reflect our future business operations. We filed appropriate documents with FINRA to effect the Name Change. FINRA declared an effective date of February 7, 2014 for the Name Change. Our trading symbol changed to “BYIN”. The new cusip number for the Company is 07278X107. The Name Change was effected to better reflect our future business operations.

 

OUR BUSINESS

 

Management believes that agriculture is one of the fastest growing investment areas of the 21st century and is posturing the Company to embark on building an industry leading presence as one of China’s walnut conglomerates. Based on management’s research, management further believes that in order to capitalize on the growth potential of the walnut market, we will need to revolutionize the industry by building a large scale, all-inclusive, standardized industrial chain. Management intends to achieve this goal by fully utilizing a strong technical force and cultural awareness and heritage to build a strong marketing plan and achieve peak brand operational capability.

 

 
4
 
Table of Contents

 

Management has been identifying and seeking potential corporate partnerships with the Yangling Modern Agricultural Standardization Institute, which provides an array of technical support for us, as well as Shaanxi Yuanwangda Venture Capital Co., Ltd. in an effort to continue our operational plans. We have been researching an industry-wide chain of production standards for China’s entire walnut industry to full realize the development potential that will lead the industry. We intend to incorporate national policy regulations into every step of our business as well as eco-friendly, yet markedly efficient, methods to ensure the very best product is available to our consumers, while also securing the appropriate profit margins for our investors.

 

As of the date of this Annual Report, we intend to meet the following milestones to prepare ourselves for complete self-sufficiency and dominance throughout the walnut industry:

 

 

·

Successful cultivation of large-scale, eco-efficient walnut reserves (including seed bases and harvesting techniques)

 

·

Independent development of a specialized compound, biological fertilizer that fights the most common forms of walnut disease and create a barrier to prevent future infection

 

·

Acquisition and retention of a top-tier production management team to ensure continued success and growth

 

PRODUCTS AND SERVICES

 

We intend to offer a high quality, new to market brand that encompasses expertly grafted walnut breeds including the American red spike-shaped walnut and premier fragrant walnuts. We have a focus on providing all of our customers with the absolute pinnacle of walnut perfection while also offering our VIPs the ecologically sound, organic products that are in such high demand with our upper-level clientele.

 

We intend to provide the following products and services:

 

No.

Items

Individual Membership

Corporate Membership

 

Pre-paid consumer credit(RMB)

100--10,000

1,000--20,000

1

Sales

Pre-paid to enjoy double discount

2

Discount for special products

15% off if paid by cash

Double discount for corporate credit card

3

Discount for consuming in the Club

15% off if paid by cash

Double discount for corporate credit card

4

Discount for normal products

10% off if paid by cash

Double discount for corporate credit card

5

Service fee for group buying

1%--3%

6

A variety of free workshop

20 hours in total

7

Annual fruit-picking

Not limited

8

Group trips

Yes

 

 
5
 
Table of Contents

 

As special incentives to our long-term clients we will be prepared to offer the following programs through our retail location, the Baying Precious and Delicious Food Club:

 

 

·

Rechargeable Membership Cards: We will offer a discount to our members that choose to pre-pay for their products using a membership card system.

 

·

Special Products: Working in tandem with our cooperative business partners, we will be ready to offer our customers unique products only available through our collaboration.

 

·

Glamorous VIP Reception Center: At our physical location we intend to feature a VIP tasting experience within our established reception center. Our members will have an opportunity to host guests as they enjoy sampling our offerings at a discount.

 

·

Superior Offerings: With a focus on providing our clients with the very best walnuts and related products, we are committed to producing only the finest ecologically sound, organic products for our VIPs.

 

·

Group Discount Purchasing: Our VIPs will have the opportunity to purchase products as a group, thereby taking advantage of a bulk discount.

 

·

Personal and Professional Development Opportunities: The Fine and Delicious Food Club will be offering free lectures to our clients so as to expand their knowledge base about nutritional and dietary options, health related topics, finance and investment opportunities, as well as classic Chinese cultural studies.

 

·

Group Enrichment Trips and Annual Fruit Picking Opportunities: The agricultural hubs of the Baying Company will be made available to our VIPs in an effort to offer true transparency to our top clients. We intend to also offer group trips, organized with both leisure and education in mind, as well as a family-friendly annual fruit picking trip that will cultivate not only an appreciation of the richness of our products, but also a holistic approach to a family’s health and nutrition.

 

The Baying Precious & Delicious Food Club was an idea that management believes will allow us to directly reach our customers as we market our products to them. By specializing in selling high-quality and organic fruits, vegetables, cereals, and precious oils, we believe that this aspect of our corporate strategy will be a strong solidifier of profit and top-of-mind presence. The Baying Precious & Delicious Food Club will have profit making applications and intends to capitalize on these through: (i) membership card sales; (ii) direct profits from product sales; (iii) cooperation base supply; (iv) public media advertising revenue; and (v) website and periodical advertisement income.

 

 
6
 
Table of Contents

 

We also intend on applying for and accepting subsidies from the following national organizations/branches of government to enrich our products and our production standards: (i) Department of Commerce: ‘Rural Construction Development’ project which is designed to assist companies with operations in rural areas who help serve local populations; (ii) Ministry of Agriculture: where the government provides subsidies for the construction of pollution-free base and food deep-processing factories countrywide; (iii) Development and Reform Commission: subsidies from government for agricultural machinery equipment; (iv) The Provincial Labor Union; and(v) funds from SME Promotion Bureau.

 

As of the date of this Annual Report, our offices in China are located on the 6th Floor of Huihao Building, off of 3rd Keji Road, in the heart of Xi’an city.

 

MARKETING

 

We are dedicated to capitalizing on a multi-pronged approach to advertising our products. We are confident that when potential consumers try our products, they will become loyal customers in swift order. As such, we intend to participate in numerous customer acquisition and retention activities including complimentary tastings at outdoor events and venues, door-to-door direct advertising, one-on-one marketing techniques including organizing meet and greet opportunities with our staff and our potential consumers, print and electronic media advertising in the Guangming Daily and the Shaanxi Daily, as well as a referral program that benefits both the company, and our existing clients who spread the word about our fantastic offerings. Through these ever-evolving and personalized approaches, we are ensuring that we are both increasing brand awareness and profit margins at the same time.

 

COMPETITION

 

After dedicating years to understanding the domestic, as well as the international, walnut market we are confident in our ability to not only penetrate the existing market, but to revolutionize what success means for the industry. The current market is facing a number of shortcomings:

 

 

·

There is a marked shortage of quality products. With a lack of well-engineered walnut varieties, the current offers are lacking. An oversaturation of product due to an intense uptick in the number of orchards has caused the quality of fine Chinese walnuts to decline.

 

·

There are also rampant inconsistencies in the types of varieties being offered. We refer to this as the ‘wide and messy’ effect. Amongst the existing brands there is blind grafting of plants and almost no regulation when it comes to cultivations techniques. This leads to a lack of standardized quality as well as a lack of diversity in the available products.

 

·

Severe frost damage has also caused a great number of problems within the walnut industry. With no proper research having been applied to create a more frost-resistant walnut, almost the entire industry’s crop was lost with a bald harvest.

 

·

Without the ability to employ the systems that we have designed for crop management, the industry is currently experiencing the effects of poor management and in turn, they are seeing increasing smaller yields. When we compare the average yield in an American farm (around 4,000 to 5,000 kg per orchard) to the average in a Chinese farm (about 20 kg), we can see that if we are to be as successful as seasoned farmers, there is a vital need for our farmers to be using a better grafted plant in conjunction with a better, more standardized growing process.

 

·

Finally, we are revolutionizing the existing industrial chain, which is flawed and entirely inadequate for the industry. With no effective business partnerships in place, and widely unregulated, home-based distributions centers, there is no central organizing principle that allows for efficient management of the walnut market. We plan to broaden the processing capabilities of the current system, and tap into the relatively un-competitive industry by offering a more efficient distribution and production chain as well as our superior product.

 

We intend to adopt a world-renowned irrigation system designed by the Netafirm Company of Israel. In employing this system we will be able to broaden our agricultural locations since this system can be utilized in even the most challenging of environments, thus allowing us endless options as to where we can cultivate our crops. In addition we use organic fertilizers to grow all of our products. Not only are organic foods better for the environment and our customers’ health, but they will continue to be in extremely high demand and on track to be the most requested items in the industry.

 

 
7
 
Table of Contents

 

EMPLOYEES

 

As of the date of this Annual Report, we employ approximately 30 persons.

 

ITEM 1A. RISK FACTORS.

 

RISK FACTORS

 

You should carefully consider the risks, uncertainties and other factors described below because they could materially and adversely affect our business, financial condition, operating results and prospects and could negatively affect the market price of our common stock. Also, you should be aware that the risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we do not yet know of, or that we currently believe are immaterial, may also impair our business operations and financial results. Our business, financial condition or results of operations could be harmed by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

 

In assessing these risks you should also refer to the other information contained in or incorporated by reference to this Annual Report on Form 10-K, including our financial statements and the related notes.

 

Risks Related to Our Business

 

Our walnut products have not been introduced to the market so there is no retail distribution history. Our future ability to grow our revenues depends upon successfully marketing and selling our walnut products.

 

We have not yet marketed our walnut products. Any adverse developments with respect to the future sale of our walnut products could significantly reduce revenues and have a material adverse effect on our ability to achieve profitability and achieve future growth. We cannot be certain that we will be able to commercialize our walnut products or that our products will be accepted in markets. Specifically, the following factors, among others, could affect market acceptance, revenues and profitability of our walnut products:

 

 

·

the introduction of competitive products into the healthy nut snack market;

 

·

the level and effectiveness of our sales and marketing efforts;

 

·

any unfavorable publicity regarding nut products or similar products;

 

·

litigation or threats of litigation with respect to these products;

 

·

the price of the product relative to other competing products;

 

·

price increases resulting from rising commodity costs;

 

·

regulatory developments affecting the manufacture, marketing or use of these products; and

 

·

the inability to gain significant customers.

 

There is no assurance that this effort will be successful or that we will receive a return on our investment.

 

We may not be able to contract for the timely processing of nuts at an acceptable quality and cost.

 

In order to provide for the processing of our nuts, we may be required to enter into a nut processing agreement. While we believe that we will be able to enter into a processing agreement or engage other third parties to process our nuts, there is no assurance that we will be able to contract for the timely processing of nuts at an acceptable quality and cost. If we are unable to make arrangements with local processors, we would need to ship the crop to processors not in proximity, which may or may not be possible and, even if possible, would likely increase our cost of goods.

 

 
8
 
Table of Contents

 

We are required to comply with quality and food production standards. The failure to maintain the quality of our walnut products could adversely affect our reputation in the market place and result in product recalls and product liability claims.

 

We are required to maintain the quality of our products and to comply with our product specifications and requirements for certain certifications for food safety from third-party organizations. In addition, we are required to comply with all Chinese local laws with respect to food safety. However, there can be no assurance that we will continue to produce products that are consistent with our standards or in compliance with applicable laws and standards, and we cannot guarantee that we will be able to identify instances in which we fail to comply with such standards or applicable laws. The failure to produce products that conform to our standards could materially and adversely affect our reputation in the marketplace and result in product recalls, product liability claims and severe economic loss.

 

Any significant delays of shipments to or from our warehouses could adversely affect our sales.

 

Shipments to and from our warehouses could be delayed for a variety of reasons, including weather conditions, strikes, and shipping delays. Any significant delay in the shipments of product would have a material adverse effect on our business, results of operations and financial condition, and could cause our sales and earnings to fluctuate during a particular period or periods. We have from time to time experienced, and may in the future experience, delays in the production and delivery of product.

 

Our farming operations face a competitive labor market in China.

 

Our farming operations require a large number of workers, many on a seasonal basis. The labor market in China is very competitive. In the event that we are not able to obtain and retain both permanent and seasonal workers to conduct our farming operations, or in the event that we are not able to maintain satisfactory relationships with our workers, our financial results could be negatively impacted.

 

Our operations rely on certain key personnel who are critical to our business.

 

Our future operating results depend substantially upon the continued service of key personnel and our ability to attract and retain qualified management and technical and support personnel. We cannot guarantee success in attracting or retaining qualified personnel. There may be only a limited number of persons with the requisite skills and relevant industry experience to serve in those positions. Our business, financial condition and results of operations could be materially adversely affected by the loss of any of our key employees, by the failure of any key employee to perform in his or her current position, or by our inability to attract and retain skilled employees.

 

Our business is subject to seasonal fluctuations.

 

We may experience seasonal fluctuations in production and sales and our quarterly results may fluctuate and our annual performance depends largely on results from prior quarters. Our business is highly seasonal, reflecting the general pattern of peak production and consumer demand for nut products during certain months. Typically, a substantial portion of our revenues may occur during those months. We may experience lower revenues during other quarters and may incur losses in these quarters. In addition, weather conditions may delay harvesting, which may result in a fiscal year with lower than normal revenues.

 

 
9
 
Table of Contents

 

Additional regulation could increase our costs of production, and our business could be adversely affected.

 

As an agricultural company, we are subject to extensive government regulation, including regulation of the manner in which we cultivate and fertilize as well as process our walnuts. Furthermore, as we endeavor to move toward processing and selling our products, we will be subject to additional regulation regarding the manufacturing, distribution, and labeling of our products. There may be changes to the legal or regulatory environment, and governmental agencies and jurisdictions where we operate may impose new manufacturing, importation, processing, packaging, storage, distribution, labeling or other restrictions, which could increase our costs and affect our financial performance.

 

Diseases and pests can adversely affect nut production.

 

Walnuts are susceptible to various diseases and pests that can affect the health of the trees and resultant nut production. There are several types of fungal diseases that can affect nut development. Walnut trees and production may also be affected by insects and other pests. As indicated above, natural enemies are relied upon to manage insects that contribute to nut loss. Without these natural enemies, greater losses are possible. Pesticides may be available to manage these economic insect pests when treatment costs and nut loss justify their use, and when their use does not disrupt the natural enemy population. Increases in these diseases and pests or our inability to successfully control these diseases and pests could result in decreases in production, including loss of trees in affected orchards, which could have a material adverse effect on our business, financial condition and results of operations.

 

Our orchards are susceptible to natural hazards such as wildfires, rainstorms, floods and windstorms, which may adversely affect nut production.

 

Our orchards are located in areas that are susceptible to natural hazards, including drought, wildfires, heavy rains, floods, and windstorms. The occurrence of any natural disaster affecting a material portion of our orchards could have a material adverse effect on our business, financial conditions and results of operations.

 

The amount and timing of rainfall can materially impact nut production.

 

The productivity of orchards depends in large part on moisture conditions. Inadequate rainfall can reduce nut yields significantly, whereas excessive rain without adequate drainage can foster disease and hamper harvesting operations. Also, the timing of rainfall relative to key development stages in the growing season can impact nut production. Excessive rains affects pollination. Regardless of the timing, lack of adequate rainfall for prolonged periods of time will also negatively affect nut production.

 

Fluctuations in various food and supply costs as well as increased costs associated with product processing and transportation could materially adversely affect our business, financial condition and operating results.

 

As with most food products, the availability and cost of raw materials used in our products can be significantly affected by a number of factors beyond our control, such as general economic conditions, growing decisions, government programs (including government programs and mandates relating to ethanol), weather conditions such as frosts, drought, and floods, and plant diseases, pests and other acts of nature. Because we do not control the production of raw materials, we are also subject to delays caused by interruptions in production of raw materials based on conditions not within our control. Such conditions include job actions or strikes by employees of suppliers, weather, crop conditions, transportation interruptions, natural disasters, sustainability issues and boycotts of products or other catastrophic events.

 

There can be no assurance that we will be able to obtain alternative sources of raw materials at favorable prices, or at all, should there be shortages or other unfavorable conditions. Our inability to obtain adequate supplies of raw materials for our products or energy at favorable prices, or at all, as a result of any of the foregoing factors or otherwise could cause an increase in our cost of sales and a corresponding decrease in gross margin, or cause our sales and earnings to fluctuate from period to period. Such fluctuations and decrease in gross margin could have a material adverse effect on our business, results of operations and financial conditions. There is no assurance that we would be able to pass along any cost increases to our customers.

 

 
10
 
Table of Contents

 

We may be subject to significant liability should the consumption of any food products manufactured or marketed by us cause injury, illness or death.

 

Regardless of whether such claims against us are valid, they may be expensive to defend and may generate negative publicity, both of which could materially adversely affect our operating results. The sale of food products for human consumption involves the risk of injury to consumers. Such injuries may result from tampering by unauthorized third parties, product contamination or spoilage, including the presence of bacterial contamination, foreign objects, substances, chemicals, other agents or residues introduced during production processes. Although we believe that we and our manufacturers are in material compliance with all applicable laws and regulations, if the consumption of our products causes or is alleged to have caused an illness in the future, we may become subject to claims or lawsuits relating to such matters. Even if a liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding an illness, injury or death could materially adversely affect our reputation with existing and potential customers on a permanent basis as well as our corporate image and operating results.

 

The food industry is highly competitive, and we compete with many companies that have greater resources than us.

 

Numerous regional and local firms may compete or are capable of competing with us. We compete primarily on the basis of product quality, ability to satisfy specific consumer needs, brand recognition, brand loyalty, service, marketing, advertising and price. Some competitors may have different profit or strategic objectives than we do. Competitors may develop new patentable technology that results in products which are able to compete successfully with our products. Substantial advertising and promotional expenditures are required to maintain or improve a brand’s market position or to introduce a new product, and participants in our industry are engaging with new media, including customer outreach through social media and web-based vehicles, which require additional staffing and financial resources.

 

Our business can be affected by currency rate fluctuations as our business is in China and the majority of potential revenue and expenses will be in Chinese Renminbi.

 

All of our business in China will be in the Chinese Renminbi. Because of this we will be affected by changes in foreign exchange rates. Over the past year the exchange rate between the Chinese Renminbi and the US Dollar has fluctuated drastically. Some of our expenses will be in US Dollars however the majority of our revenues will be in Chinese Renminbi. If we are not able to successfully protect ourselves against those currency fluctuations, then our profits will also fluctuate and could cause us to be less profitable or incur losses, even if our business would otherwise be profitable.

 

We have an accumulated deficit. If we are unable to reverse this trend, we will be like by forced to alter operations.

 

We have incurred losses for the past two fiscal years which consists of a net loss of $40,941 for June 30, 2019 and $43,518 for June 30, 2018. In addition, we had an accumulated deficit of $1,265,117 at June 30, 2019. Further, we do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital will be required for future periods for: (i) new walnut product development expenses; (ii) potential marketing costs and professional fees; or (iii) we encounter greater costs associated with general and administrative expenses or offering costs. As a result, we are unable to predict whether we will achieve profitability in the future, or at all.

 

The uncertainty and factors described throughout this section may impede our ability to economically develop, produce, and market our walnut products effectively. As a result, we may not be able to achieve or sustain profitability or positive cash flows from operating activities in the future. Furthermore, since we have not yet achieved or acquired sufficient operating capital and given these financial results along with our expected cash requirements in the next twelve months, additional capital investment will be necessary to develop and sustain our operations.

 

 
11
 
Table of Contents

 

Our independent registered public accounting firm has raised about over our ability to continue as a going concern.

 

The independent registered public accounting firm’s report accompanying our June 30, 2019 and 2018 audited financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that the Company will continue as a going concern.” Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders will be materially and adversely affected

 

We have incurred operating and net losses as well as negative operating cash flow and do not have financing commitments in place to meet expected cash requirements for the next twelve months. If we are unable to fund our day-to-day operations through revenues alone, and management believes we will incur operating losses for the near future while we expand our sales channels. While we have expanded our product line and expect to establish new sales channels, we may be unable to increase revenues to the point that we attain and are able to maintain profitability. We have had to rely on loans from shareholders to cover cash shortfalls. As a result, we continue to have significant working capital and stockholders’ deficits including a substantial accumulated deficit at June 30, 2019. In recognition of such, our independent registered public accounting firms have included an explanatory paragraph in their respective reports on our consolidated financial statements for the fiscal years ended June 30, 2019 and June 30, 2018 that expressed substantial doubt regarding our ability to continue as a going concern.

 

We need additional external capital and if we are unable to raise sufficient capital to fund our plans, we may be forced to delay operations.

 

Based on our current growth plan we believe we may require approximately $1,200,000 in additional financing within the next twelve months to develop our walnut products. Furthermore, if the cost of our development, production and marketing programs are greater than anticipated, we may have to seek additional funds through public or private share offerings or arrangements with corporate partners. There can be no assurance that we will be successful in our efforts to raise these required funds, or on terms satisfactory to us. Our success will depend upon our ability to access equity capital markets and borrow on terms that are financially advantageous to us. However, we may not be able to obtain additional funds on acceptable terms. If we fail to obtain funds on acceptable terms, then we might be forced to delay or abandon some or all of our business plans or may not have sufficient working capital to develop products, finance acquisitions, or pursue business opportunities. If we borrow funds, then we could be forced to use a large portion of our cash reserves, if any, to repay principal and interest on those loans. If we issue our securities for capital, then the interests of investors and stockholders will be diluted.

 

The success of our business depends upon the continuing contribution of our key personnel, including Mr. Parsh Patel, our Chief Executive Officer, whose knowledge of our business would be difficult to replace in the event we lose his services.

 

We are dependent on the services of Parsh Patel, our Chief Executive Officer, and a member of our Board and our other members of our senior management team. There can be no assurance that Mr. Patel will continue in his present capacity for any particular period of time. Other than non-compete provisions of limited duration included in employment agreements that we may or will have with certain individuals, we do not generally seek non-compete agreements with key personnel, and they may leave and subsequently compete against us. The loss of service of any of our senior management team, particularly those who are not party to employment agreements with us, or our failure to attract and retain other qualified and experienced personnel on acceptable terms, could have a material adverse effect on our business.

 

 
12
 
Table of Contents

 

Our majority shareholder is able to exercise significant influence over matters requiring stockholder approval.

 

As of the date of this Annual Report, we have 260,983 shares of common stock issued. Currently, our majority shareholder holds approximately 76.6% of the voting power of our common entitled to vote on any matter brought to a vote of the stockholders. Pursuant to Nevada law and our bylaws, the holders of a majority of our voting stock may authorize or take corporate action with only a notice provided to our stockholders. A stockholder vote may not be made available to our minority stockholders, and in any event, a stockholder vote would be controlled by the majority stockholders.

 

Our office and director may be subject to conflicts of interest.

 

Our officer and director serve only part time and can become subject to conflicts of interest. Mr. Patel may devote part of his working time to other business endeavors, including consulting relationships with other entities, and have responsibilities to these other entities. Such conflicts include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us. Because of these relationships, our officer and director could be subject to conflicts of interest. Currently, we have no policy in place to address such conflicts of interest.

 

Nevada law and our Articles of Incorporation may protect our director from certain types of lawsuits.

 

Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

 

We have identified material weakness in our internal control over financial reporting, and our business and stock price may be adversely affected if we do not adequately address those weakness or if we have other material weaknesses or significant deficiencies in our internal control over financial reporting.

 

For fiscal year ended June 30, 2019, we did not adequately implement certain internal controls and for the interim periods of September 30, 2018, December 31, 2018 and March 31, 2019. Although we intend to take steps to correct our identified material weaknesses in our internal controls, the existence of these or possibly other material weaknesses or significant deficiencies raises concerns that the prevention of future errors could require the allocation of scarce financial resources at times when such resources may not be available to us. As of the date of this Annual Report, we believe we will be able to correct any material weaknesses in our internal controls in the future. If we cannot produce reliable financial reports, investors could lose confidence in our reported financial information; the market price of our stock could decline significantly; we may be unable to obtain additional financing to operate and expand our business, and our business and financial condition could be harmed.

 

Pursuant to proposals related to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to furnish a report by our management on our internal control over financial reporting. If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

 

To maintain compliance with Section 404 of the Act, we will engage in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging and requires management to dedicate scarce internal resources and to retain outside consultants.

 

 
13
 
Table of Contents

 

During the course of our testing, we may identify deficiencies which we may not be able to remediate in time for securities disclosure reporting deadlines. In addition, if we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.

 

We may be deemed a shell company under SEC regulations, which would affect sales of our common stock in reliance on Rule 144 of the Securities Act and subject to the requirements of Rule 144(i).

 

Rule 144 under the Securities Act, which generally permits the resale, subject to various terms and conditions, of restricted securities after they have been held for six months will not immediately apply to our common stock because we are designated as a “shell company” under SEC regulations. Pursuant to Rule 144(i), securities issued by a current or former shell company that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year after the date on which the issuer filed current “Form 10 information” (as defined in Rule 144(i)) with the SEC reflecting that it ceased being a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, the issuer has satisfied certain reporting requirements under the Exchange Act. Because we have not advanced our business operations and have no assets, we may be considered a shell company. Thus, the reporting requirements of Rule 144(i) will apply and restrictive legends on certificates for shares of our common stock cannot be removed except in connection with an actual sale that is subject to an effective registration statement under or an applicable exemption from the registration requirements of, the Securities Act.

 

There is no significant active trading market for our shares and if an active trading market does not develop, purchasers of our shares maybe unable to sell them publicly.

 

There is no significant active trading market for our shares, and we do not know if an active trading market will develop. An active market will not develop unless broker-dealers develop interest in trading our shares, and we may be unable to generate interest in our shares among broker-dealers until we generate meaningful revenues and profits from operations. Until that time occurs, if it does at all, purchasers of our shares may be unable to sell them publicly. In the absence of an active trading market:

 

 

·

Investors may have difficulty buying and selling our shares or obtaining market quotations;

 

·

Market visibility for our common stock may be limited; and

 

·

A lack of visibility for our common stock may depress the market price for our shares.

 

Moreover, the market price for our shares is likely to be highly volatile and subject to wide fluctuations in response to various factors, including the following: (i) actual or anticipated fluctuations in our quarterly operating results and revisions to our expected results; (ii) changes in financial estimates by securities research analysts; (iii) conditions in the market for our walnut products; (iv) changes in the economic performance or market valuations of companies specializing in the nut industries; (v) announcements by us or our competitors of new products, strategic relationships, joint ventures or capital commitments; (vi) addition or departure of key personnel; and (vii) sales or perceived potential sales of our shares.

 

In addition, the securities market has from time to time, and to an even greater degree, experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also have a material adverse effect on the market price of our ordinary shares. Furthermore, in the past, following periods of volatility in the market price of a public company’s securities, shareholders have frequently instituted securities class action litigation against that company. Litigation of this kind could result in substantial costs and a diversion of our management’s attention and resources.

 

 
14
 
Table of Contents

 

Our common stock is considered to be “Penny Stock”.

 

Our common stock is considered to be a “penny stock” because it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Securities Exchange Act of 1934, as amended. These include but are not limited to, the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on The NASDAQ Stock Market, or even if quoted, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a “penny stock” is that securities broker-dealers cannot recommend the stock but must trade it on an unsolicited basis.

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.

 

Broker-Dealer requirements may affect trading and liquidity.

 

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be “penny stocks.” Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

 

 
15
 
Table of Contents

 

Our common stock may be volatile, which substantially increases the risk that you may not be able to sell your shares at or above the price that you may pay for the shares.

 

Because of the limited trading market for our common stock, and because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. The inability to sell your shares in a rapidly declining market may substantially increase your risk of loss because of such illiquidity and because the price for our common stock may suffer greater declines because of its price volatility.

 

The market price of our common stock may be higher or lower than the price you may pay for your shares. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following:

 

 

·

variations in our quarterly operating results;

 

·

loss of a key relationship or failure to complete significant transactions;

 

·

additions or departures of key personnel; and

 

·

fluctuations in stock market price and volume.

 

Additionally, in recent years the stock market in general, and the over-the-counter markets in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance.

 

In the past, class action litigation often has been brought against companies following periods of volatility in the market price of those companies’ common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on your investment in our stock.

 

Our shares may not become eligible to be traded electronically which could result in brokerage firms being unwilling to trade them.

 

Our shares of common stock are eligible to be quoted on the OTCBB and OTCQB. However, our shares are not eligible with Depository Trust Company (DTC) to trade electronically. Because we are not DTC eligible, our shares cannot be electronically transferred between brokerage accounts, the practical effect of which means that our shares will not trade much, if at all, on the OTCBB or OTCQB. In order for our shares to trade on the OTCBB or OTCQB, our shares would need to be traded manually between broker dealers and their accounts, which is time consuming, costly and cumbersome. We cannot guaranty that our shares will ever become DTC eligible or, if in the event we apply for DTC eligibility, how long it will take to become eligible.

 

We have not paid and do not intend to pay cash dividends in the foreseeable future.

 

We have not paid any cash dividends on our common stock and do not intend to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Dividend payments in the future may also be limited by other loan agreements or covenants contained in other securities which we may issue. Any future determination to pay cash dividends will be at the discretion of our board of directors and depend on our financial condition, results of operations, capital and legal requirements and such other factors as our board of directors deems relevant.

 

 
16
 
Table of Contents

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

As of the date of this Annual Report, there are no unresolved SEC Staff comments.

 

ITEM 2. DESCRIPTION OF PROPERTY

 

We use office space at 850 Stephenson Highway, Suite 310, Troy, Michigan 90265 for principal office location which is provided at free of charge by our officer. We do not have a lease. Presently, Baying Company’s office is located on the 6th Floor of Huihao Building, off of 3rd Keji Road, in the heart of Xi’an city.

 

ITEM 3. LEGAL PROCEEDINGS.

 

As of the date of this Annual Report, management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Annual Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not Applicable.

 

 
17
 
Table of Contents

 

PART II

 

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASERS OF EQUITY SECURITIES.

 

MARKET INFORMATION

 

Our common stock has been quoted on the OTC Bulletin Board under the symbol “BYIN.QB”. We previously traded under the symbol “MACO”. The following table sets forth the high and low closing price information of the Company’s common stock for the periods indicated.

 

OTC Bulletin Board (1) (2)

 

 

 

High

 

 

Low

 

FISCAL YEAR ENDED JUNE 30, 2019:

 

 

 

 

 

 

Fourth Quarter Ended June 30, 2019

 

$3.41

 

 

$3.00

 

Third Quarter Ended March 31, 2019

 

$3.41

 

 

$3.41

 

Second Quarter Ended December 31, 2018

 

$3.41

 

 

$3.00

 

First Quarter Ended September 30, 2018

 

$3.00

 

 

$2.00

 

 

 

 

 

 

 

 

 

 

FISCAL YEAR ENDED JUNE 30, 2018:

 

 

 

 

 

 

 

 

Fourth Quarter Ended June 30, 2018

 

$3.41

 

 

$3.00

 

Third Quarter Ended March 31, 2018

 

$3.41

 

 

$3.41

 

Second Quarter Ended December 31, 2017

 

$3.41

 

 

$3.00

 

First Quarter Ended September 30, 2017

 

$3.00

 

 

$2.00

 

__________

(1)

Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

(2)

Source: www.nasdaq.com

 

SHAREHOLDERS OF RECORD

 

As of June 30, 2019, there were approximately 21 holders of record of our common stock, not including holders who hold their shares in street name.

 

DIVIDENDS

 

We have never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of our Board of Directors and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity, financial condition and general business conditions. We plan to retain any earnings for use in the operation of our business and to fund future growth. You should not purchase our Shares on the expectation of future dividends.

 

 
18
 
Table of Contents

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

Equity Compensation Plan Information

 

Plan Category

 

Number of

securities to be issued

upon exercise

of outstanding

options,

warrants and rights

 

 

Weighted-

average exercise

price of

outstanding

options, warrants

and rights

 

 

Number of securities

remaining available for

future issuance under

equity compensation plans

(excluding securities

reflected in column (a))

 

Equity compensation plans approved by security holders

 

 

 

 

 

 

 

 

 

Equity compensation plans not approved by security holders

 

 

 

 

 

 

 

 

 

Total

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 

 

We do not have any equity compensation plans authorized or approved.

 

INFORMATION RELATING TO OUTSTANDING SHARES

 

As of June 30, 2019, there were 260,983 shares of our common stock issued. We have not reserved any shares for issuance upon exercise of common stock purchase warrants or stock options.

 

The resale of our shares of common stock owned by officers, directors and affiliates is subject to the volume limitations of Rule 144. In general, Rule 144 permits our affiliate shareholders who have beneficially-owned restricted shares of common stock for at least six months to sell without registration, within a three-month period, a number of shares not exceeding one percent of the then outstanding shares of common stock. Furthermore, if such shares are held for at least six months by a person not affiliated with us (in general, a person who is not one of our executive officers, directors or principal shareholders during the three-month period prior to resale), such restricted shares can be sold without any volume limitation, provided all of the other requirements for resale under Rule 144 are applicable.

 

RECENT SALES OF UNREGISTERED SECURITIES

 

During fiscal year ended June 30, 2019 and to current date, we did not issue any shares of unregistered common stock.

 

ISSUER PURCHASE OF SECURITIES

 

None.

 

ITEM 6. SELECTED FINANCIAL DATA.

 

Not Applicable.

 

 
19
 
Table of Contents

 

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

 

The following analysis of our consolidated financial condition and results of operations for the years ended June 30, 2019 and 2018 should be read in conjunction with the Consolidated Financial Statements and other information presented elsewhere in this annual report.

 

OVERVIEW

 

In accordance with the terms and provisions of the Stock Purchase Agreement, there was a change in control of the Company.

 

RESULTS OF OPERATIONS FOR FISCAL YEARS ENDED JUNE 30, 2019 AND JUNE 30, 2018

 

The following discussions are based on our financial statements. These charts and discussions summarize our financial statements for fiscal years ended June 30, 2019 and 2018 and should be read in conjunction with the financial statements, and notes thereto, included with this Annual Report.

 

SUMMARY COMPARISON OF OPERATING RESULTS

 

 

 

Years ended June 30

 

 

 

2019

 

 

2018

 

Total operating expenses

 

 

40,941

 

 

 

43,518

 

Loss from operations

 

 

(40,941)

 

 

(43,518)

Total other income (expense)

 

 

-0-

 

 

 

-0-

 

Net loss

 

 

(40,941)

 

 

(43,518)

Net loss per share

 

$(0.16)

 

$(0.17)

 

Fiscal Year Ended June 30, 2019 Compared to Fiscal Year Ended June 30, 2018

 

Our net loss for fiscal year ended June 30, 2019 was ($40,941) compared to a net loss of ($43,518) during fiscal year ended June 30, 2018 (a decrease in net loss of $2,577). During fiscal years ended June 30, 2019 and 2018, we did not generate any revenues.

 

During fiscal year ended June 30, 2019, we incurred operating expenses of $40,941 compared to $43,518 incurred during fiscal year ended June 30, 2017 (a decrease of $2,577). These operating expenses incurred during fiscal year ended June 30, 2019 consisted of: (i) management fees of $18,000 (2018: $18,000); (ii) professional fees of $20,220 (2018: $24,327); and (iii) general and administrative of $2,721 (2018: $1,191). Operating expenses incurred during fiscal year ended June 30, 2019 compared to fiscal year ended June 30, 2018 decreased primarily due to the decrease in professional fees of $4,107 and increased general and administrative of fees $1,530.

 

Management fees consisted of consulting and professional services provided to us by our sole executive officer and member of the Board of Directors, Parsh Patel. In accordance with the terms and provisions of that certain consulting agreement dated May 1, 2014, we pay Mr. Patel management fees of $1,500 monthly for aggregate annual fee of $18,000. See “Item 11. Executive Compensation.

 

Our loss from operations during fiscal year ended June 30, 2019 was ($40,941) compared to a loss from operations during fiscal year ended June 30, 2018 of ($43,518) decreased based upon the factors described above pertaining to professional fees and general and administrative fees.

 

During fiscal years ended June 30, 2019 and June 30, 2018, we did not record any other income or expenses.

 

Therefore, net loss during fiscal year ended June 30, 2019 was ($40,941) compared to a net loss of ($43,518) during fiscal year ended June 30, 2018. The weighted average number of shares outstanding was 260,983 for both fiscal years ended June 30, 2019 and June 30, 2018. 

 

 
20
 
Table of Contents

 

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

 

Fiscal Year Ended June 30, 2019

 

As of June 30, 2019, our current assets were $nil and our current liabilities were $255,143, which resulted in a working capital deficit of $255,143. As of June 30, 2019, our total assets were $nil.

 

As of June 30, 2019, our total liabilities were $255,143 comprised of: (i) $12,023in accrued expenses; and (ii) $242,370 in amounts due to related parties, (iii) $750 in account payable.

 

Stockholders’ deficit increased from ($214,202) for fiscal year ended June 30, 2018 to ($255,143) for fiscal year ended June 30, 2019.

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For fiscal year ended June 30, 2019, net cash flows used in operating activities consisted primarily of a net loss of ($40,941), which was changed by $3,773 in accrued expenses & account payable. For fiscal year ended June 30, 2019, net cash flows used in operating activities was $37,168 compared to $44,518 for fiscal year ended June 30, 2018. For fiscal year ended June 30, 2018, net cash flows used in operating activities consisted primarily of a net loss of ($43,518), which was partially adjusted by $1,000 in accrued expenses.

 

Cash Flows from Investing Activities

 

For fiscal years ended June 30, 2019 and June 30, 2018, net cash flows used in investing activities was $-0-

 

Cash Flows from Financing Activities

 

For the fiscal years ended June 30, 2019 and June 30, 2018, net cash flows provided from financing activities was $37,168 and $42,255, respectively, in proceeds from related parties.

 

PLAN OF OPERATION AND FUNDING

 

We have incurred losses for the past two fiscal years and had a net loss of $40,941 at fiscal year ended June 30, 2019 and $43,518 at fiscal year ended June 30, 2018. Management intends to finance our operations through equity or debt financing from related parties. We will need to raise additional capital, both internally and externally, to cover cash shortfalls and to compete in our markets. Management believes we will require an additional $1,200,000 in equity financing during the next 12 months to satisfy our cash requirements for operations and to facilitate our business plan.

 

These operating costs include cost of sales, general and administrative expenses, salaries and benefits and professional fees related to contracting personnel. If we cannot obtain financing to fund our operations, then we may be required to reduce our expenses and scale back our operations.

 

Going Concern

 

If we cannot obtain financing or generate sufficient revenue to fund our operations, then we may be required to reduce our expenses and scale back our operations. These factors raise substantial doubt of our ability to continue as a going concern. Footnote 2 to our financial statements provides additional explanation of Management’s views on our status as a going concern. The audited financial statements contained in this Annual Report do not include any adjustments to reflect the possible future effects on the recoverability of assets or the amounts of liabilities that may result should we be unable to continue as a going concern.

 

Our independent registered accounting firm included an explanatory paragraph June 30, 2019, in their reports on the accompanying financial statements for June 30, 2019 regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

 

 
21
 
Table of Contents

 

MATERIAL COMMITMENTS

 

One of our directors, Zhouping Jiao, has advanced funds to us for working capital purposes to fund our expenses. The advances are due on demand and non-interest bearing. As of June 30, 2019 and June 30, 2018, the outstanding amounts due were $242,370 and $205,202, respectively.

 

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.

 

CONTRACTUAL OBLIGATIONS

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

 

RECENT CRITICAL ACCOUNTING POLICIES

  

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on our financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a “smaller reporting company”, we are not required to provide this information.

 

 
22
 
Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of Baying Ecological Holding Group, Inc.

 

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Baying Ecological Holding Group, Inc.(the “Company”) as of June 30, 2019 and 2018, the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has no assets. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

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

 

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

 

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

 

/s/ BF Borgers CPA PC

 

We have served as the Company’s auditor since 2015.

Lakewood, CO

September 27, 2019

 

 
23
 
Table of Contents

 

BAYING ECOLOGICAL HOLDING GROUP, INC

BALANCE SHEETS

June 30,

June 30,

2019

2018

Assets
Current Assets

Cash

$-$-
Total Assets--
 
Liabilities
Current Liabilities

Account payable

750-

Accrued expenses

12,0239,000

Due to related parties

242,370205,202
Total Current Liabilities255,143214,202
Total Liabilities255,143214,202
 
Commitment & contigencies--
 
Stockholders' Deficit

Common stock, par value $0.001, Authorized 75,000,000; 260,983 issued and outstanding as of June 30, 2019 and June 30, 2018

261261

Additional paid-in capital

1,009,7131,009,713

Deficit accumulated during development stage

(1,265,117)(1,224,176)
Total Stockholders' Deficit(255,143)(214,202)
Total Liabilities and Stockholders' Deficit$-$-

 

See accompanying notes to financial statements

 

 
24
 
Table of Contents

 

BAYING ECOLOGICAL HOLDING GROUP, INC

STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

For the Years Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2018

 

Revenues

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Professional fees

 

 

20,220

 

 

 

24,327

 

Management fees

 

 

18,000

 

 

 

18,000

 

General and administrative expenses

 

 

2,721

 

 

 

1,191

 

Total Operating Expenses

 

 

40,941

 

 

 

43,518

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(40,941)

 

 

(43,518)

 

 

 

 

 

 

 

 

 

Other Income (Expenses)

 

 

 

 

 

 

 

 

Other Income (Expenses)

 

 

-

 

 

 

-

 

Total Other Income (Expenses)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Loss before Income Taxes

 

 

(40,941)

 

 

(43,518)

 

 

 

 

 

 

 

 

 

Income Tax Benefit

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$(40,941)

 

$(43,518)

 

 

 

 

 

 

 

 

 

Net Loss per Common Share - Basic and Diluted

 

$(0.16)

 

$(0.17)

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding - Basic and Diluted

 

 

260,983

 

 

 

260,983

 

 

See accompanying notes to financial statements

 

 
25
 
Table of Contents

 

BAYING ECOLOGICAL HOLDING GROUP, INC

STATEMENTS OF STOCKHOLDERS' DEFICIT

Total

Common Stock

Additional

Accumulated

Stockholders'

Shares

Amount

Paid-in Capital

Deficit

Deficit

Balance, June 30, 2013160,950$161$748,730$(758,376)$(9,485)

Shares issued for services

100,033100249,983250,083

Contributed services

8,0008,000

Net loss

(276,296)(276,296)
Balance, June 30, 2014260,983$261$1,006,713$(1,034,672)$(27,698)

Net loss

(62,553)(62,553)
Balance, June 30, 2015260,983$261$1,006,713$(1,097,225)$(90,251)

Contribution to paid-in capital

3,0003,000

Net loss

(47,288)(47,288)
Balance, June 30, 2016260,983$261$1,009,713$(1,144,513)$(134,539)

Net loss

(36,145)(36,145)
Balance, June 30, 2017260,983$261$1,009,713$(1,180,658)$(170,684)

Net loss

(43,518)(43,518)
Balance, June 30, 2018260,983$261$1,009,713$(1,224,176)$(214,202)

Net loss

$(40,941)$(40,941)
Balance, June 30, 2019260,983$261$1,009,713$(1,265,117)$(255,143)

 

See accompanying notes to financial statements

 

 
26
 
Table of Contents

   

BAYING ECOLOGICAL HOLDING GROUP, INC

STATEMENTS OF CASH FLOWS

For the Years Ended

June 30,

June 30,

2019

2018

Cash Flows from Operating Activities
Net Loss$(40,941)$(43,518)
Adjustment to reconcile nt loss from operations:
Changes in Operating Assets and Liabilities

Account payable

750

Accrued expenses

3,023(1,000)

Due to related parties

Net Cash Used in Operating Activities(37,168)(44,518)
Cash Flows from Financing Activities

Proceeds from related parties

37,16842,255
Net Cash Provided by Financing Activities37,16842,255
Net Increase (Decrease) in Cash-(2,263)
Cash at Beginning of Period-2,263
Cash at End of Period$-$-
Supplemental Cash Flow Information:

Income Taxes Paid

$-$-

Interest Paid

$-$-

 

See accompanying notes to financial statements

 

 
27
 
Table of Contents

 

Baying Ecological Holding Group, Inc.

Notes to Financial Statements

June 30, 2019

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Baying Ecological Holding Group, Inc. was formerly Toro Ventures Inc., which was incorporated on April 11, 2005, under the laws of the State of Nevada. The Company was originally in the fast food services industry.

 

The Company changed its name on January 9, 2014 to better reflect its new business direction, of a holding company eventually with various entities being managed. The Company has been identifying and seeking potential corporate partnerships with walnut industry entities.

 

The Company’s accounting year end is June 30.

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements as of June 30, 2019 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred significant losses and has no assets.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. 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 the Company be unable to continue as a going concern.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

 

Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share-based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets and valuation of in-kind contribution of services and interest.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.

 

 
28
 
Table of Contents

 

Net Loss per Share

 

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

 

Business Segments

 

The Company operates in one segment and therefore segment information is not presented.

 

Fair Value of Financial Instruments

 

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from m selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

 

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

 

 

·

Level 1 - quoted market prices in active markets for identical assets or liabilities.

 

·

Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

·

Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The Company’s financial instruments consist of accounts payable. The carrying amount of the Company’s financial instruments approximates their fair value, due to the short-term nature of these instruments.

 

Recent Accounting Pronouncements

 

The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations. 

 

 
29
 
Table of Contents

 

NOTE 4 – RELATED PARTY TRANSACTION

 

Mr. ZhouPing Jiao, director of the Company, have advanced working capital to pay expenses of the Company. The advances are due on demand and non-interest bearing. The outstanding amount due to related parties was $242,370 and $205,202 as of June 30, 2019 and June 30, 2018, respectively.

 

Mr. Parsh Patel, director and officer of the Company, provides various consulting and professional services to the Company for which he is compensated. The management fees were $18,000 and $18,000 for the years ended June 30, 2019 and 2018, respectively.

 

NOTE 5 – STOCKHOLDERS’ DEFICIT

 

The Company authorized 75,000,000 common shares with a par value of $0.001.

 

NOTE 6 – INCOME TAXES

 

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

 

Net deferred tax assets consist of the following:

 

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2018

 

NOL carryover

 

$128,855

 

 

$147,558

 

Less: Valuation allowance

 

 

(128,855)

 

 

(147,558)

Deferred tax assets, net of valuation allowance

 

$-

 

 

$-

 

 

 
30
 
Table of Contents

 

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

 

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2018

 

Federal income tax rate

 

 

21%

 

 

21%

Less: Valuation allowance

 

 

(21)%

 

 

(21)%

Effective income tax rate

 

 

-

 

 

-

 

At June 30, 2019, the Company had net operating loss carry forwards of approximately $1,015,034 that may be offset against future taxable income. No tax benefit has been reported for the period ended June 30, 2019 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

 

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the filing date of these financial statements and has disclosed that there is no such event that are material to the financial statements to be disclosed.

 

 
31
 
Table of Contents

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

Engagement of BF Borgers CPA PC

 

Effective August 11, 2015, we engaged BF Borgers PC (“BF Borgers”) as our principal independent registered public accounting firm, which included audit of the financial statements for fiscal year ended June 30, 2019 and 2017. The decision to change our principal independent registered public accounting firm was approved by our Board of Directors.

 

The report of BF Borgers on our financial statements for fiscal year ended June 30, 2019 did not contain an adverse opinion or a disclaimer of opinion, nor qualified or modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to our ability to continue as a going concern. During our last fiscal year ended June 30, 2019, there were no disagreements between us and BF Borgers, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of BF Borgers, would have caused BF Borgers to make reference thereto in its reports.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer/Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2019. Based on such evaluation, we have concluded that, as of such date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Principal Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining internal control over financial reporting for our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over our financial reporting includes those policies and procedures that:

 

(1)

pertain to the maintenance of records that in reasonable detail accurately and fairy reflect our transactions.

 

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and

 

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

 

 
32
 
Table of Contents

 

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error or circumvention through collusion of improper overriding of controls. Therefore, even those internal control systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

 

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2019. In making its assessment of internal control over financial reporting, management used the criteria set forth by the 2013 Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal-Control-Integrated Framework and implemented a process to monitor and assess both the design and operating effectiveness of our internal controls. Based on this assessment, management believes that as of June 30, 2019, our internal control over financial reporting was not effective.

 

We have instituted a remediation plan which involves educating our management, our accounting staff, and the administrative staff as to the elements of a completed sale. We will also be establishing an audit committee.

 

Changes in Internal Control Over Financial Reporting

 

Our management has evaluated, with the participation of our Chief Executive Officer/Chief Financial Officer, changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended June 30, 2019. In connection with such evaluation, there have been no changes to our internal control over financial reporting that occurred since the beginning of our period ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. While there have been no changes, we have assessed our internal controls as being deficient and will be taking steps to remedy such deficiencies.

 

ITEM 9B. OTHER INFORMATION.

 

There are no further disclosures.

 

 
33
 
Table of Contents

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

DIRECTORS AND EXECUTIVE OFFICERS

 

Effective May 1, 2014, Parsh Patel was appointed as the sole officer and a member of the Board of Directors. Our Board of Directors accepted the resignation from Parsh Patel as our Secretary effective July 27, 2015. Parsh Patel remains as the President/Chief Executive Officer and Treasurer/Chief Financial and a member of the Board of Directors. The Board of Directors simultaneously accepted the consent from and appointed (i) Zhouping Jiao as the Chairman of the Board of Directors; and (ii) Yuehong Yan as the Secretary of the Company. Therefore as of the date of this Annual Report, our Board of Directors is comprised of two members: Parsh Patel and Zhouping Jiao.

 

The following table includes the names and positions held of our executive officers and directors:

 

NAME

 

AGE

 

POSITION

 

DIRECTOR SINCE

Parsh Patel

 

65

 

President/Chief Executive Officer, Treasurer/Chief Financial Officer and Director

 

2014

Zhouping Jiao

 

55

 

Chairman of the Board of Directors

 

2015

Yuehong Yan

 

37

 

Secretary

 

2015

 

Biographies

 

Parsh Patel. During the past ten years, Mr. Parsh has been involved in the software industry. From November 2010 through July 2011, Mr. Parsh was employed with TR Diagnostics as an engineering supervisor in charge of AGC project management and management of AGV+AGC software development teams. As a program manager, Mr. Parsh: (i) implemented a turnkey medical imaging diagnostic center (www.trdiag.com) and EMR/EHR for provider at Paragon Health, Kalamazoo, Michigan; (ii) integrated RIS system for ultrasound, bone density, mammography and X-ray images with Konica Minolta; and (iii) prepared a customized dashboard to track utilization and various other operational informatics.

 

 
34
 
Table of Contents

 

From January 2007 through October 2010, Mr. Parsh was employed at Android Industries as a key member of the senior technical staff and project manager in innovations group. Mr. Parsh’s responsibilities included but not limited to: (i) ensuring quality systems performed optimally; (ii) developing prototype of solutions for manufacturing systems upgrades; (iii) engineering systems implementing RF ID products for in-hose use – a turn-key scale systems development life cycle implementation; (iv) engineering systems implementing automated machine visions systems for guidance, QC and error proofing; (v) developing concepts for and feasibility studies for lights out factories; (vi) presenting plans to senior management for consolidation of technology islands; (vii) project management in Spain, Mexico and North America; (ix) project management for various manufacturing, operational and financial applications; and (x) participated in development light AGV system.

 

From February 2002 through November 2005, Mr. Parsh was employed with Spherion where he worked as a web analyst to DashboardAnywhere (DA) support team. His duties involved assisting internal users to interface to DA, which included design, coding, testing in multiple platforms and eventual migration to production. Other assignments included enhancing search feature of DA, interfacing to external websites fro DA, securing access to external servers for surveys, promotions and other business sites. DA, virtual service Workbench application is designed to be a single source of information about HR at DCX. Mr. Parsh’s responsibilities also included researching migration from 3.5 to 4 for Web Sphere, migration of iPlanet to WPS, SiteMinder integration into to DA, generation of demographics information to increase DA usage among group types. He also addressed real-time replication of critical/private data using MQSeries and performance monitoring with OVIS. Mr. Parsh has an exemplary knowledge of LDAP at DCX and customized search facility where he worked with UNIX command set to maintain web and application servers. Tools: Java 2.0, EJB 1.1, JSP 1.0, Servlets 2.1, JDBC 2.0, XML 1.0, XSL, IBM Web Sphere, Visual Age, DB2, some WPS, UDB, Web Sphere Application Developer.

 

From 1995 through 2002, Mr. Parsh was employed with Knowgen Systems Inc./Phoenix Group Inc. as its chief technology officer. Mr. Parsh’s worked over seven years with systems and products for web services, e-commerce initiatives, and application development tools and wireless applications. His responsibilities included supervising engineering management and heading up a team of 25 developers, product quality control, and engineering training and budgeting. Mr. Parsh’s specific developments included the following: (i) JODE (Java Object Deployment Environment ) – a rapid application development tool for developing small applications using Java components, a true drag and drop programming for GUI, database access, transport mechanism (TCP/IP), data analysis, reporting and visualization, and a full scale web based software development project utilizing granular implementation with SDLC methodology; (ii) KnowPad – development and deployment of logistics support systems utilizing Global Positioning Systems and GSM/SMS communications, which encompassed writing Java based SMS server for mobile devices and desktops; (iii) Silkworm – development of data aggregation tool for mining data from web sites for placement services, which was developed using socket programming in Java and use javax.net, java.io and SQL server; and (iv) asset tracking system – complete design and development of asset tracking utilizing IBM’s WebSphere Application Server, DB2 database and Linux operating systems, which was a distributed system with n-tier architecture.

 

 
35
 
Table of Contents

 

From 1994 through 1995, Mr. Parsh was employed with Fanuc Robotics as a manager-vision systems. Mr. Parsh was responsible for strategic planning for sensing products for manufacturing automation, in particular vision systems for guidance and quality control. His responsibilities included: (i) procurement of developed hardware; (ii) software development; (iii) market analysis; and (iv) budget and personnel management. He also developed long term contracts for procurement of embedded components for Robots – Q/A, Q/C, contract compliance and serviceability issues.

 

From 1988 through 1993, Mr. Parsh was employed with Phoenix Software Development Co. as an engineering/business manager. Mr. Parsh was responsible for heading up a team of 70 designers, developers, programmers, testers and administration. Product development included design and commissioning of automation systems for automotive, pharmaceutical, oil and gas monitoring systems. Automotive systems included paint shops, welding shops, material handling and inventory systems. Mr. Parsh was also involved with integrated programmable logic controllers and various plant floor communications systems. He designed and built voice-recognition systems for traversing menu systems for inspection of incoming parts for defects and producing a manifest for resolution. He also designed and built high-speed vision inspections systems for life sciences to include human and animal health care medicine and food products. Mr. Parsh developed products for Allen Bradly PLC3’s for high speed communications and automatic fail over of control systems.

 

From 1985 through 1987, Mr. Parsh was employed with Schlumberger/Sentry Test Systems as a Senior ATE Designer. Mr. Parsh designed automatic test equipment/systems to test 128 pin parts utilizing artificial intelligence and Lisp language, which required knowledge of DSP. From 1984 through 1986, Mr. Parsh was a senior systems engineer at MA/COM Linkabit where he designed and built communication systems for HBO for home set top boxes for the first launch of HBO entertainment channel. From 1979 through 1983, Mr. Parsh was employed at Hughes Helicopters/Hughes Aircraft as a senior SCADA and Automation engineer. Mr. Parsh worked as a designer and developer of high speed supervisory control and data acquisition system (SCADA) for DOD. This system was utilized to develop the advanced attack Apache helicopter. His responsibilities included development of software for real-time flight monitoring and data visualization/analysis requiring special skills for high-speed data gathering, sampling the data and providing guidance to pilots for maneuvering the Apache. From 1977 through 1979, Mr. Parsh was employed at Becton Dickenson/Telemed as a senior real time programmer where he provided engineering expertise to build a real-time system to collect ECG’s, perform analysis and return the results back to the hospital/physicians office requiring knowledge of programming telephony software for call switching and accounting. From 1975 through 1977, Mr. Parsh was employed at DTE Energy/Detroit Edison as a systems engineer. Mr. Parsh provided systems engineering to systems operations center for managing the power grid in South Eastern Michigan. His responsibilities included real-time programming and monitoring of power plants and transmission.

 

Mr. Parsh’s skills include the following operating systems: NT Workstation and Server, Windows 9x, MS-DOS, Solaris, Unix, Linux, Palm-OS. His skills further include the following languages: Java, Visual Basic, C, C++, FORTRAN, Lisp. He has worked with the following databases: SQL Server, Microsoft Access. Middleware technologies include: JSP, Servlets, SOAP, XMP, CORBA, RMI-IIOP, RPC, WebSphere Application Server. And, frameworks and tools include IBM VisualAge for Java, Microsoft Visual J++, Sun JDK 1.3, Visual Basic, Visual SourceSafe, Internet Explorer, MS Office Professional.

 

Mr. Parsh earned a B.S. in Chemistry and Mathematics at Grand Valley State University in 1975. He also holds the patent for high speed image processing (U.S. Patent No. 1,307,346).

 

Zhouping Jiao. During the past twenty years, Mr. Zhouping has been involved in the clothing industry and the agricultural industry. From 2012 to current date, Mr. Zhouping has been employed as the chief supervisor of Shaanxi Biying Ecological Industrial Development Co., Ltd., where he regularly convenes and presides over the meetings of board of supervisory, inspects the implementation of resolutions, rules and regulations of the company, and gives feedback to the Board of Directors. Mr. Zhouping is also instrumental regarding issues related to senior management personnel, supervises the daily work of departments and makes suggestions to senior management. From approximately 2008 to 2012, Mr. Zhouping was the chief executive officer of Shaanxi Haishi High-Tech Products Sales Co., Ltd., where he was involved in important decision making regarding the company’s operations, vuilt the corporate culture, increased group cohesion and core competitiveness. He was also responsible for selecting products, storing and sales plan and marketing. Mr. Zhouping led the sales team to develop new clients and complete monthly and annual sales milestones and goals.

 

 
36
 
Table of Contents

 

From approximately 2004 to 2008, Mr. Zhouping was the vice director in Shaanzi Haishi Venture Capital Co. Ltd., where he was involved in important decision-making regarding the company’s operations, provided reforming solutions for operations and management, developed effective operational programs, built the company website. Mr. Zhouping was also responsible for corporate security management. From approximately 1999 to 2004, Mr. Zhouping was the sales manager in a clothing factory where he implemented company policies, completed monthly, quarterly and annual sales targets, organized staffs for training. Mr. Zhouping was also responsible for service work after sales and supervised the quality of sales dealers. From approximately 1993 to 1999, Mr. Zhouping was a salesman in a clothing factory where he was responsible for developing the sales market, implement sales plans according to the market situation and identify and maintain relationships with clients.

 

Mr. Zhouping earned a Bachelor Degree in Business Administration in 1990 from Xi’an Jiao Tong University.

 

Yuehong Yan. During the past ten years, Ms. Yuehong has been involved in the administrative and managerial capacities. From June 2012 to current date, Ms. Yuehong has been the assistant to the president of Shaanxi Biying Ecological Industrial Development Co., Ltd., where she is involved in assisting the president’s daily administration and management transactions, provides a comprehensive understanding of company operations and operating environment and is responsible to major businesses and public relations activities on behalf of the president. From approximately 2009 to 2012, Ms. Yuehong was an assistant to the president in Shaanxi Haishi High-Tech Products Co. Ltd, where she was involved in important business decision making regarding the company’s operations, assisted the president in dailt administration and management transactions, mastered a comprehensive understanding of operational environment and was responsible for major business and public relations activities. From approximately 2005 to 2009, Ms. Yuehong was the assistant to the president in Shaanxi Haishi Venture Capital Co., Ltd., where she assisted the president’s daily administration and management transactions and was involved in important decision-making of the company’s operations.

 

Ms. Yuehong earned a Bachelor Degree in 2004 from Xi’an International University.

 

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

 

None of our directors, executive officers or control persons has been involved in any of the legal proceedings required to be disclosed in Item 401 of Regulation S-K, during the past five years.

 

CORPORATE GOVERNANCE MATTERS

 

Audit Committee

 

The Board of Directors has not established an audit committee, and the functions of the audit committee are currently performed by our Board of Directors with assistance by expert independent accounting personnel and oversight by the Board of Directors. We are not currently subject to any law, rule or regulation requiring that we establish or maintain an audit committee.

 

Code of Ethics

 

We have not adopted a code of ethics for our executive officers, directors and employees. However, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.

 

Nominating Committee

 

We have not yet established a nominating committee. Our board of directors, sitting as a board, performs the role of a nominating committee. We are not currently subject to any law, rule or regulation requiring that we establish a nominating committee.

 

 
37
 
Table of Contents

 

Compensation Committee

 

We have not established a compensation committee. Our board of directors, sitting as a board, performs the role of a compensation committee. We are not currently subject to any law, rule or regulation requiring that we establish a compensation committee.

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Commission. Officers, directors and greater than ten percent beneficial owners are required by Commission regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of the copies of such forms received and written representations from reporting persons required to file reports under Section 16(a), all of the Section 16(a) filing requirements applicable to such persons, with respect to fiscal year ended June 30, 2019, appear to have been complied with to the best of our knowledge.

 

ITEM 11. EXECUTIVE COMPENSATION.

 

SUMMARY COMPENSATION TABLE

 

Name and Principal Position

 

Fiscal

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Nonequity

Incentive

Plan

Compen

sation ($)

 

 

Non-

Qualified

Deferred

Compen

sation

Earnings

($)

 

 

All

Other

Compen

sation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parsh Patel (1)

 

2019

 

$18,000

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

18,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Chief Executive Officer/President, Secretary, Treasurer/Chief Financial Officer and Director)

 

2018

 

$18,000

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

18,000

 

 

____________

(1)

During fiscal years ended June 30, 2019 and June 30, 2018, no cash remuneration was paid to Mr. Patel. Therefore, the amounts of $18,000 for fiscal years ended June 30, 2019 and June 30, 2018 have accrued and remain due and owing.

 

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

 

Parsh Patel

 

On May 1, 2014, our Board of Directors authorized the execution of that certain employment agreement with Parsh Patel (the “Employment Agreement”). In accordance with the terms and provisions of the Employment Agreement, we shall pay to Mr. Parsh an annual salary of $18,000 and Mr. Parsh shall be responsible for all day-day-to-day operations and board of director decision making.

 

 
38
 
Table of Contents

 

DIRECTORS COMPENSATION

 

No director received compensation for services rendered in any capacity to us during the fiscal years ended June 30, 2019 and June 30, 2018.

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Our Articles of Incorporation, as amended and restated, and our Bylaws provide for mandatory indemnification of our officers and directors, except where such person has been adjudicated liable by reason of his negligence or willful misconduct toward the Company or such other corporation in the performance of his duties as such officer or director. Our Bylaws also authorize the purchase of director and officer liability insurance to insure them against any liability asserted against or incurred by such person in that capacity or arising from such person’s status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have the power to indemnify such person under the applicable law.

 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

We have not established a compensation committee. We are not currently subject to any law, rule or regulation requiring that we establish a compensation committee. During the last fiscal year, Mr. Patel, executive officer, participated in our board of directors’ deliberations concerning executive officer compensation.

 

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

 

The following tables set forth information as of June 30, 2019 regarding the beneficial ownership of our common stock: (a) each stockholder who holds over 5% of total issued and outstanding common stock; (b) our chief executive officer; and (c) the executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock. The percentage of beneficial ownership of common stock is based upon 260,983 shares of common stock outstanding as of June 30, 2019.

 

 

 

 

 

NUMBER OF SHARES

 

 

PERCENT OF SHARES

 

 

 

TITLE

 

BENEFICIALLY

 

 

BENEFICIALLY

 

NAME AND ADDRESS OF OFFICER/DIRECTOR

 

OF CLASS

 

OWNED

 

 

OWNED

 

 

 

 

 

 

 

 

 

 

Parsh Patel

850 Stephenson Highway, Suite 310

Troy, Michigan 90265

 

Common

 

 

-0-

 

 

 

-0-

 

 

 

 

 

 

 

 

 

 

 

 

Zhouping Jiao

850 Stephenson Highway, Suite 310

Troy, Michigan 90265

 

Common

 

 

80,000

 

 

 

30.65%

 

 

 

 

 

 

 

 

 

 

 

Yuehong Yan

850 Stephenson Highway, Suite 310

Troy, Michigan 90265

 

Common

 

 

40,000

 

 

 

15.33%

 

 

 

 

 

 

 

 

 

 

 

All Directors and officers as a group 3 person)

 

Common

 

 

120,000

 

 

 

45.98%

 

 

 

 

 

 

 

 

 

 

 

NAME AND ADDRESS OF 5% OR GREATER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The World Financial Holdings

Group Co., Ltd. (1)

 

Common

 

 

80,000

 

 

 

30.65%

 

 

 

 

 

 

 

 

 

 

 

Shuai Wang

C/O #232-2498 #. 41st Ave

Vancouver, BC V6M2A7

 

Common

 

 

30,000

 

 

 

11.50%

_________

(1) The sole officer and director of The World Financial Holdings Group Co., Ltd. is Junxiang Yang. The principal address is RM1501-C1, Grand Millennium Plaza (Lower Block), 181 Queen’s Road Central, Hong Kong.

 

The above table reflects share ownership as of the most recent date. Each share of common stock has one vote per share on all matters submitted to a vote of our shareholders.

 

 
39
 
Table of Contents

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

Other than the Employment Agreement, we do not have any related transactions. We do not have a specific policy or procedure for the review, approval, or ratification of any transaction involving related persons. We historically have sought and obtained funding from officers, directors, and family members as these categories of persons are familiar with our management and often provide better terms and conditions than we can obtain from unassociated sources. Also, we are so small that having specific policies or procedures of this type would be unworkable.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

The following table shows the fees paid or accrued for the audit and other services provided by our principal accountant.

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Audit fees

 

$11,500

 

 

 

11,500

 

Audit related fees

 

 

-0-

 

 

 

-0-

 

Tax fees

 

 

-0-

 

 

 

-0-

 

All other fees

 

 

-0-

 

 

 

-0-

 

 

Audit Fees

 

Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accountant in connection with statutory and regulatory filings or engagements.

 

Audit Related Fees

 

Audit-related fees represent professional services rendered for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

 

Tax Fees

 

Tax fees represent professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

 

All Other Fees

 

All other fees represent fees billed for products and services provided by the principal accountant, other than the services reported for the other categories.

 

 
40
 
Table of Contents

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

The following exhibits are filed as part of this Form 10-K:

 

Exhibit Number

 

Description

(3)

 

(i) Articles of Incorporation; and (ii) Bylaws

3.1

 

Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on August 15, 2005).

3.2

 

Bylaws (incorporated by reference from our Registration Statement on Form SB-2, filed on August 15, 2005).

 

(10)

 

Material Contracts

10.1

 

Master Franchise Agreement (incorporated by reference from our Registration Statement on Form SB-2, filed on August 15, 2005).

10.2

 

Turnkey Agreement between our Company and Nitro Petroleum, Inc. (incorporated by reference from our Current Report on Form 8-K filed on April 4, 2008).

10.3

 

Employment Agreement between Baying Ecological Holding Group Inc. (incorporated by reference from Current Report on Form 8-K filed on July 31, 2014.

 

(14)

 

Code of Ethics

14.1

 

Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on September 26, 2008).

 

(31)

 

Rule 13a-14(a)/15d-14(a) Certifications

31.1*

 

Section 302 Certification under Sarbanes-Oxley Act of 2002

 

(32)

 

Section 1350 Certifications

32.1*

 

Section 906 Certification under Sarbanes-Oxley Act of 2002

________

* Filed herewith.

 

 
41
 
Table of Contents

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on September 30, 2019.

 

 

BAYING ECOLOGICAL HOLDING GROUP INC.

 

By:

/s/ Parsh Patel

 

Parsh Patel

 

Chief Executive Officer

 

(Principal executive officer, principal

 

financial officer and principal

 

accounting officer

 

Each person who signature appears below appoints Parsh Patel as his or her attorney-in-fact with full power of substitution and re-substitution, to sign any and all amendments to this report on Form 10-K of Baying Ecological Holding Group Inc., and to file them, with all their exhibits and other related documents, with the Securities and Exchange Commission, ratifying and confirming all that their attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue of this appointment. In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Issuer and in the capacities and on the dates indicated:

 

Name

 

Title

 

Date

 

/s/ Parsh Patel

 

Parsh Patel

 

Director, Chief Executive Officer and

 

September 30, 2019

 

/s/ Zhouping Jiao

Zhouping Jiao

 

Director

 

September 30, 2019

 

/s/ Yuehong Yan

Yuehong Yan

 

Secretary

 

September 30, 2019

 

 

 42