10-Q 1 qian_10q.htm FORM 10-Q qian_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended September 30, 2022

 

or

 

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

 

For the transition period from __________ to __________

 

Commission File Number 000-54159

 

Qiansui International Group Co. Ltd.

(Exact name of registrant as specified in its charter)

 

Delaware

 

84-1209978

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

7th Floor, Naiten Building, No. 1 Six Li Oiao,

Fentai District Beijing, China

 

100161

(Address of principal executive offices)

 

(Zip Code)

 

+86 1370-139-9692

(Registrant’s telephone number, including area code)

 

_____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Title of

each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

None

 

None

 

None

 

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

 

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

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

Emerging growth company

 

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

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 7,008,989 Class A common shares issued and outstanding as of November 28, 2022.

 

 

 

 

FORM 10-Q

 

TABLE OF CONTENTS

 

 

 

 

Page

PART I - FINANCIAL INFORMATION

 

Item 1.

Financial Statements.

 

 

 

Item 2.

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

 

10

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

15

 

Item 4.

Controls and Procedures.

 

15

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

16

 

Item 1A.

Risk Factors.

 

16

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

16

 

Item 3.

Defaults Upon Senior Securities.

 

16

 

Item 4.

Mine Safety Disclosures.

 

16

 

Item 5.

Other Information.

 

16

 

Item 6.

Exhibits.

 

17

 

 

 

 

 

SIGNATURES

18

 

 
2

Table of Contents

 

PART I - FINANCIAL INFORMATION

 

QIANSUI INTERNATIONAL GROUP CO. LTD.

 

UNAUDITED INTERIM FINANCIAL STATEMENTS

 

 

Page

 

 

Condensed Balance Sheets at September 30, 2022 and December 31, 2021

 

4

 

 

Condensed Statements of Comprehensive Loss for the three and nine months ended September 30, 2022 and 2021

 

5

 

 

 

 

Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2022 and 2021

 

6

 

 

 

Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and 2021

 

7

 

 

Notes to the Financial Statements

 

8

 

 
3

Table of Contents

 

QIANSUI INTERNATIONAL GROUP CO. LTD.

 

Condensed Balance Sheets

(Unaudited)

 

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

ASSETS

Current assets:

 

 

 

 

 

 

Cash

 

$-

 

 

$-

 

Prepaid expense

 

 

8,268

 

 

 

1,588

 

Total current assets

 

 

8,268

 

 

 

1,588

 

 

 

 

 

 

 

 

 

 

Total assets

 

$8,268

 

 

$1,588

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$5,148

 

 

$424

 

Accrued interest - related party

 

 

13,021

 

 

 

332

 

Promissory note - related party

 

 

162,888

 

 

 

116,804

 

Total current liabilities

 

 

181,057

 

 

 

117,560

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

181,057

 

 

 

117,560

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit:

 

 

 

 

 

 

 

 

Preferred stock: 50,000,000 authorized; $0.000006 par value; no shares issued and outstanding

 

 

-

 

 

 

-

 

Common stock Class A: 1,000,000,000 authorized; $0.000006 par value; 7,008,989 shares issued and outstanding

 

 

42

 

 

 

42

 

Common stock Class B: 200,000,000 authorized; $0.000006 par value; no shares issued and outstanding

 

 

-

 

 

 

-

 

Additional paid-in capital

 

 

244,276

 

 

 

244,276

 

Accumulated deficit

 

 

(417,107)

 

 

(360,290)

Total stockholders' deficit

 

 

(172,789)

 

 

(115,972)

Total liabilities and stockholders' deficit

 

$8,268

 

 

$1,588

 

 

See the accompanying notes to the condensed financial statements.

 

 
4

Table of Contents

 

QIANSUI INTERNATIONAL GROUP CO. LTD.

 

Condensed Statements of Comprehensive Loss

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$290

 

 

$271

 

 

$1,165

 

 

$3,884

 

Professional fees

 

 

14,200

 

 

 

36,953

 

 

 

42,964

 

 

 

37,911

 

Total operating expenses

 

 

14,490

 

 

 

37,224

 

 

 

44,129

 

 

 

41,795

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(14,490)

 

 

(37,224)

 

 

(44,129)

 

 

(41,795)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(4,946)

 

 

(3,442)

 

 

(12,688)

 

 

(9,403)

Total other expense

 

 

(4,946)

 

 

(3,442)

 

 

(12,688)

 

 

(9,403)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before provision for income taxes

 

 

(19,436)

 

 

(40,666)

 

 

(56,817)

 

 

(51,198)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(19,436)

 

$(40,666)

 

$(56,817)

 

$(51,198)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and dilutive net loss per common share

 

$(0.00)

 

$(0.01)

 

$(0.01)

 

$(0.01)

Weighted average number of common shares outstanding - basic and diluted

 

 

7,008,989

 

 

 

5,664,989

 

 

 

7,008,989

 

 

 

5,664,989

 

 

See the accompanying notes to the condensed financial statements.

 

 
5

Table of Contents

 

QIANSUI INTERNATIONAL GROUP CO. LTD.

 

Condensed Statements of Changes in Stockholders’ Deficit

(Unaudited)

 

For the Three and Nine Months Ended September 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance - December 31, 2021

 

 

-

 

 

$-

 

 

 

7,008,989

 

 

$42

 

 

$244,276

 

 

$(360,290)

 

$(115,972)

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(12,291)

 

 

(12,291)

Balance - March 31, 2022

 

 

-

 

 

 

-

 

 

 

7,008,989

 

 

 

42

 

 

 

244,276

 

 

 

(372,581)

 

 

(128,263)

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(25,090)

 

 

(25,090)

Balance - June 30, 2022

 

 

-

 

 

 

-

 

 

 

7,008,989

 

 

 

42

 

 

 

244,276

 

 

 

(397,671)

 

 

(153,353)

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(19,436)

 

 

(19,436)

Balance - September 30, 2022

 

 

-

 

 

$-

 

 

 

7,008,989

 

 

$42

 

 

$244,276

 

 

$(417,107)

 

$(172,789)

 

For the Three and Nine Months Ended September 30, 2021

 

 

 

Preferred Stock

 

 

Class A Common Stock

 

 

Additional Paid in

 

 

Accumulated

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance - December 31, 2020

 

 

-

 

 

$-

 

 

 

5,664,989

 

 

$34

 

 

$177,084

 

 

$(283,917 )

 

$(106,799 )

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,447 )

 

 

(7,447 )

Balance - March 31, 2021

 

 

-

 

 

 

-

 

 

 

5,664,989

 

 

 

34

 

 

 

177,084

 

 

 

(291,364 )

 

 

(114,246 )

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,085 )

 

 

(3,085 )

Balance - June 30, 2021

 

 

-

 

 

 

-

 

 

 

5,664,989

 

 

 

34

 

 

 

177,084

 

 

 

(294,449 )

 

 

(117,331 )

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(40,666 )

 

 

(40,666 )

Balance - September 30, 2021

 

 

-

 

 

$-

 

 

 

5,664,989

 

 

$34

 

 

$177,084

 

 

$(335,115 )

 

$(157,997 )

 

See the accompanying notes to the condensed financial statements.

 

 
6

Table of Contents

 

QIANSUI INTERNATIONAL GROUP CO. LTD.

 

Condensed Statements of Cash Flows

(Unaudited) 

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$(56,817)

 

$(51,198)

Adjustments to reconcile net loss to net cash used in operations:

 

 

-

 

 

 

 

 

Stockholder advances funding operations

 

 

46,084

 

 

 

43,084

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expense

 

 

(6,680)

 

 

(2,500)

Accounts payable

 

 

4,724

 

 

 

1,239

 

Accrued interest - related party

 

 

12,689

 

 

 

9,375

 

Net cash used in operating activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

-

 

 

 

-

 

Cash at beginning of period

 

 

-

 

 

 

-

 

Cash at end of period

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$27

 

Cash paid for taxes

 

$-

 

 

$-

 

 

See the accompanying notes to the condensed financial statements.

 

 
7

Table of Contents

 

QIANSUI INTERNATIONAL GROUP CO. LTD.

Notes to the Unaudited Financial Statements

September 30, 2022

 

NOTE 1 – GOING CONCERN AND LIQUIDITY CONSIDERATIONS

 

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has an accumulated deficit of $417,107. The Company will be dependent upon the raising of additional capital through placement of common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

 

The officers and directors have committed to advancing certain operating costs of the Company, including compliance costs for being a public company.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the results of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on June 27, 2022.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

 
8

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NOTE 3 - RELATED-PARTY TRANSACTIONS

 

Loan Payable

 

During the nine months ended September 30, 2022, the Company’s officer paid operating expenses totalling $46,084 on behalf of the Company, which amounts for the period ended September 30, 2022 are included in the promissory note between the parties. The payable is on demand, unsecured and accrues an annual interest rate of 12%.

  

Promissory Note

 

On December 31, 2021, the Company issued a promissory note to the majority shareholder, sole officer and director of the Company, for principal of $116,804 and accrued interest of $332. The amount was originally due to a corporation controlled by the Company’s former officer of the Company and operating expenses paid by the Company’s officer. The promissory note is payable on demand and accrue an annual interest rate of 12%.

 

For the three and nine months ended September 30, 2022, the Company accrued interest of $4,946 and $12,688, respectively. For the three and nine months ended September 30, 2021, the Company accrued interest of $3,442 and $9,403, respectively. As of September 30, 2022, and December 31, 2021, the Company has recorded outstanding principal of $162,888 and $116,804 and accrued interest payable of $13,021 and $332, respectively.

 

The Company plans to pay the note payable and accrued interest as cash flows become available or if agreeable to the maker, convert the promissory note to common stock of the Company.

 

NOTE 4 – INCOME TAXES

 

Income tax expense was $0 for the three and nine months ended September 30, 2022 and 2021, respectively.

 

As of January 1, 2022, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2022 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the nine months ended September 30, 2022 and there was no accrual for uncertain tax positions as of September 30, 2022. Tax years from 2017 through 2021 remain subject to examination by major tax jurisdictions.

 

There is no income tax benefit for the losses for the three and nine months ended September 30, 2022 and 2021, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits.

 

 
9

Table of Contents

 

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

 

FORWARD LOOKING STATEMENTS

 

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. You should read statements that contain these words carefully because they:

 

 

discuss our future expectations;

 

contain projections of our future results of operations or of our financial condition; and

 

state other “forward-looking” information.

 

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors.

 

COVID-19 Uncertainties

 

The COVID-19 pandemic could have an impact on our ability to obtain financing to fund our operations or to find a merger or combination candidate. The Company is unable to predict the ultimate impact at this time.

 

All references in this Form 10-Q to the “Company,” “Qiansui,” “we,” “us,” or “our” are to Qiansui International Group Co. Ltd.

 

Plan of Operations

 

The Company is a shell company as defined in Rule 12b-2 of the Exchange Act. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

 

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

 

(i)

filing Exchange Act reports, and

 

(ii)

investigating, analyzing and consummating an acquisition.

 

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company has no cash. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however, there is no assurance of additional funding being available.

 

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

 

 
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Our management has not entered into any agreements with any party regarding a business combination. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

 

We will not acquire or merge with any entity which cannot provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. We are subject to all the reporting requirements included in the Exchange Act. Included in these requirements is our duty to file audited financial statements as part of our Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as our audited financial statements included in our annual report on Form 10-K. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target business, the closing documents may provide that the proposed transaction will be voidable at the discretion of our present management.

 

A business combination with a target business will normally involve the transfer to the target business of the majority of our common stock, and the substitution by the target business of its own management and board of directors.

 

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

 

We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses.

  

Investors, however,  should be aware that legal and operational risks exist if the Company were to acquire a PRC or Hong Kong subsidiary. Depending on the nature of the business acquired, the PRC government may exert a significant amount of control and/or regulation on the PRC operating entity. This regulation and/or control could result in a material change our company’s post-combination operations and the value of common stock held by investors. It also could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Furthermore, it could cause the value of such securities to significantly decline or be worthless.  Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a VIE, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. We do not believe that we will be directly subject to these regulatory actions or statements, as we will not create a VIE structure post merger transaction, and any operating business acquired or developed will not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry. Nonetheless, any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or completely hinder our ability to offer or continue to offer securities to foreign investors and list on a US or foreign exchange and also could cause the value of such securities to significantly decline or be worthless. Because these statements and regulatory actions are new, however, it is highly uncertain how soon legislative or administrative regulation making bodies in China will respond to them, or what existing or new laws or regulations will be modified or promulgated, if any, or the potential impact such modified or new laws and regulations will have on our daily business operations or our ability to accept foreign investments and list on an U.S. exchange.  

 

 
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Results of Operations

 

The Company has not conducted any active operations during the quarter ended September 30, 2022. No revenue has been generated by the Company within such period. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, or purchase assets which are currently producing income, of which there can be no assurance. It is management’s assertion that these circumstances may hinder the Company’s ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to locate suitable acquisition candidates.

 

The following summary of our results of operations should be read in conjunction with our financial statements for the nine ended September 30, 2022, which are included herein.

 

Our operating results for the nine months ended September 30, 2022 and 2021 and the changes between those periods for the respective items are summarized as follows:

 

For the three months ended September 30, 2022 compared to three months ended September 30, 2021.

 

 

 

Three Months Ended

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

2022

 

 

2021

 

 

 Changes

 

Revenue

 

$-

 

 

$-

 

 

$-

 

Operating expenses

 

 

14,490

 

 

 

37,224

 

 

 

(22,734)

Other expenses

 

 

4,946

 

 

 

3,442

 

 

 

1,504

 

Net loss

 

$19,436

 

 

$40,666

 

 

$(21,230)

 

During the three months ended September 30, 2022 and 2021, no operating revenues were recorded.

 

Our operating expenses for the three months ended September 30, 2022 were $14,490 compared to $37,224 for the same period in 2021. The decrease in operating expenses was primarily a result of a decrease in professional fees related to audit and accounting fees due to the delay of our filings with the Securities and Exchange Commission.

 

Other expenses for the three months ended September 30, 2022 and 2021 consists of interest expenses of $4,946 and $3,442, respectively, related to a note payable to a related party.

 

Consequently, we incurred a net loss of $19,436 and $40,666 for the three months ended September 30, 2022 and 2021, respectively.

 

 
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For the nine months ended September 30, 2022 compared to nine months ended September 30, 2021.

 

 

 

Nine Months Ended

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

2022

 

 

2021

 

 

 Changes

 

Revenue

 

$-

 

 

$-

 

 

$-

 

Operating expenses

 

 

44,129

 

 

 

41,795

 

 

 

2,334

 

Other expenses

 

 

12,688

 

 

 

9,403

 

 

 

3,285

 

Net loss

 

$56,817

 

 

$51,198

 

 

$5,619

 

 

During the nine months ended September 30, 2022 and 2021, no operating revenues were recorded.

 

Our operating expenses for the nine months ended September 30, 2022 were $44,129 compared to $41,795 for the same period in 2021. The increase in operating expenses was primarily a result of an increase in professional fees related to audit and accounting fees partially offset by a decrease in general and administrative expenses.

 

Other expenses for the nine months ended September 30, 2022 and 2021 consists of interest expenses of $12,688 and $9,403, respectively, related to a note payable to a related party.

 

Consequently, we incurred a net loss of $56,817 and $51,198 for the nine months ended September 30, 2022 and 2021, respectively.

 

Liquidity and Capital Resources

 

The following table provides selected financial data about our Company as of September 30, 2022 and December 31, 2021, respectively.

 

Working Capital

 

 

 

September 30,

 

 

December 31,

 

 

 

 

 

 

2022

 

 

2021

 

 

 Changes

 

Total Current Assets

 

$8,268

 

 

$1,588

 

 

$6,680

 

Total Current Liabilities

 

 

181,057

 

 

 

117,560

 

 

 

63,497

 

Working Capital (Deficiency)

 

$(172,789)

 

$(115,972)

 

$(56,817)

 

As at September 30, 2022 and December 31, 2021, our Company’s cash balance was $0, respectively.

 

As at September 30, 2022 and December 31, 2021, our total assets were $8,268 and $1,588, respectively, in both cases consisting of prepaid expense.

 

As at September 30, 2022 and December 31, 2021, we had total current liabilities of $181,057 and $117,560, respectively.

 

As at September 30, 2022 and December 31, 2021, we had working capital deficiency of $172,789 and $115,972, respectively. The increase in working capital deficiency was $56,817. This increase was mainly driven by an increase in amounts due to a related party.

 

Cash Flows from Operating Activities

 

We have not generated cash flows from operating activities. For the nine months ended September 30, 2022, net cash flows used in operating activities was nil, consisting of a net loss of $56,817, reduced primarily by amounts advanced from a related party of $46,084, accrued interest-related party of $12,689, change in accounts payable of $4,724 and increased by an increase in prepaid expenses of $6,680. For the nine months ended September 30, 2021, net cash flows used in operating activities was nil, consisting of a net loss of $51,198, reduced primarily by amounts advanced from a related party of $43,084, accrued interest-related party of $9,375, change in accounts payable of $1,239 and increased by an increase in prepaid expense of $2,500.

 

 
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Cash Flows from Financing Activities

 

We did not receive any cash from financing activities for the nine months ended September 30, 2022 and 2021.

 

Investing Activities

 

We did not use any cash in investing activities for the nine months ended September 30, 2022 and 2021.

 

Limited Operating History; Need for Additional Capital

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are an early stage corporation and have not generated sufficient revenues from operations to fully implement our business plan. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and competition from larger organizations. We will require equity and/or debt financing to provide for the capital required to implement our plans. We will require additional funds to operate for the next year.

 

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.

 

Capital Resources

 

We had no material commitments for capital expenditures as of September 30, 2022.

 

Off Balance Sheet Arrangements

 

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

 

Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Contractual Obligations

 

As a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide this information.

 

 
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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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

  

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures.

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, are not functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by one individual without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of September 30, 2022.

 

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Changes in Internal Control over Financial Reporting.

 

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

 

 
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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Presently, there are not any material pending legal proceedings to which our Company is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

 

Item 1A. Risk Factors

 

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

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

 
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Item 6. Exhibits

 

Exhibit

Number

 

Description

(31)

 

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

31.1*

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

(32)

 

Section 1350 Certifications

32.1**

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

101*

 

Interactive Data File

EX-101*

 

Inline XBRL DOCUMENT Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

EX-104*

 

Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set

_____________

* Filed herewith.

** Furnished herewith

 

 
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SIGNATURES

 

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

 

QIANSUI INTERNATIONAL GROUP CO. LTD.

 

(Registrant)

 

 

Dated: December 2, 2022

By:

/s/ Yu Yang

 

Yu Yang

 

President, Chief Executive Officer,

Chief Financial Officer, Treasurer and Director

 

(Principal Executive Officer,

Principal Financial Officer and Principal Accounting Officer)

 

 
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