UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly Period Ended
or
For the transition period from _________ to _________
Commission File Number
(Exact name of registrant issuer as specified in its charter) |
| 7999 |
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(State or Other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Number) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
(+
Registrant’s phone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class | Trading Symbol(s) |
| Name of each exchange on which registered | |
| N/A |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ 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 ☐ 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.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
The aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant as of January 13, 2023, was approximately $0.9 million.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class |
| Outstanding at January 13, 2023 |
Common Stock, $.001 par value |
|
TABLE OF CONTENTS
1 |
| Table of Contents |
PART I – FINANCIAL INFORMATION
Item 1. Financial statements
QLY BIOTECH GROUP CORP.
CONDENSED BALANCE SHEETS
AS OF NOVEMBER 30, 2022 AND AUGUST 31, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
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ASSETS |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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CURRENT LIABILITIES |
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Accrued liabilities |
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Amount due to a director |
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Total current liabilities |
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TOTAL LIABILITIES |
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STOCKHOLDERS’ DEFICIT |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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TOTAL STOCKHOLDERS’ DEFICIT |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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See accompanying notes to the unaudited condensed financial statements.
| F-1 |
| Table of Contents |
QLY BIOTECH GROUP CORP.
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2022 AND 2021 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
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| For three months ended November 30, |
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REVENUES |
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COSTS OF REVENUES |
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GROSS INCOME |
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GENERAL & ADMINISTRATIVE EXPENSES |
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LOSS BEFORE INCOME TAX |
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INCOME TAX EXPENSES |
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NET LOSS |
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Other comprehensive gain (loss): |
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Foreign exchange adjustment gain (loss) |
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COMPREHENSIVE LOSS |
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Net loss per share - Basic and diluted |
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Weighted average number of common shares outstanding – Basic and diluted |
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See accompanying notes to the unaudited condensed financial statements.
| F-2 |
| Table of Contents |
QLY BIOTECH GROUP CORP.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2022 AND 2021 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
For the three months ended November 30, 2022
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| ACCUMULATED DEFICIT |
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Balance as of September 1, 2022 |
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Satisfaction of amount due to current shareholder on November 30, 2022 |
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Net loss |
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Balance as of November 30, 2022 |
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For the three months ended November 30, 2021
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| TOTAL |
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Balance as of September 1, 2021 |
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Net loss |
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Balance as of November 30, 2021 |
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See accompanying notes to the unaudited condensed financial statements.
| F-3 |
| Table of Contents |
QLY BIOTECH GROUP CORP.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2022 AND 2021 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
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| For the three months ended November 30, |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities |
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Amortization cost and depreciation |
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Changes in operating assets and liabilities: |
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Net cash used in operating activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds of loan from former shareholder |
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Proceeds of loan from current shareholder |
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Net cash generated from financing activities |
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Effect of exchange rate changes on cash and cash equivalents |
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Net change in cash and cash equivalents |
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CASH AND CASH EQUIVALENTS, END OF YEAR |
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SUPPLEMENTAL CASH FLOWS INFORMATION |
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Income taxes paid |
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Interest paid |
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NON-CASH INVESTMENT AND FINANCING ACTIVITIES |
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Satisfaction of amount due to current shareholder on November 30, 2022 |
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See accompanying notes to the unaudited condensed financial statements.
| F-4 |
| Table of Contents |
QLY BIOTECH GROUP CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND
QLY Biotech Group Corp., a Nevada corporation (“the Company” or “QLY”) was incorporated under the laws of the State of Nevada on
The Company was used to engaged in the tourism. The company used to organize individual and group sailing tours in the Dominican Republic. Services and itineraries were used to be provide by our company include custom packages according to the client’s specifications. And we used to develop and offer our own sailing tours in the North part of Dominican Republic as well as third-party suppliers.
On July 8, 2022, as a result of a private transactions,
On July 8, 2022, the existing director and officer resigned immediately. Accordingly, Hilario Lopez Vargas, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Lixue Yang consented to act as the new Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director of the Company.
NOTE 2 - GOING CONCERN UNCERTAINTIES
As of November 30, 2022, the Company suffered an accumulated deficit of $
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying financial statements and notes.
● | Basis of presentation |
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s fiscal year end is August 31. The Company’s financial statements are presented in U.S. dollars.
● | Use of estimates |
In preparing these condensed financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.
● | Cash and cash equivalents |
The company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
| F-5 |
| Table of Contents |
QLY BIOTECH GROUP CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● | Property, plant and equipment |
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the property and equipment are as follows:
Office equipment |
The cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.
● | Intangible assets, net |
Intangible assets with definite lives are stated at cost less accumulated amortization.
Amortization is calculated on the straight-line basis over the following estimated useful lives:
Website |
● | Revenue recognition |
The Company assesses and follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:
| 1. | Identify the contract(s) with a customer; |
| 2. | Identify the performance obligations in the contract; |
| 3. | Determine the transaction price; |
| 4. | Allocate the transaction price to the performance obligations in the contract; and |
| 5. | Recognize revenue when (or as) the entity satisfies a performance obligation. |
The Company had generated zero revenue during the three months ended November 30, 2022 and 2021, respectively.
● | Income taxes |
The Company followed the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes, or ASC 740. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company recorded a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.
The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognizable tax benefit recognized in accordance with ASC 740 are classified in the statements of comprehensive loss as income tax expense.
● | Earnings per share |
The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Any potential common shares in 2022 and 2021 that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
| F-6 |
| Table of Contents |
QLY BIOTECH GROUP CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● | Related party transaction |
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
● | Recent accounting pronouncements |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
NOTE 4 – ACCRUED LIABILITIES
As of November 30, 2022, the balance of accrued liabilities was $
NOTE 5 - AMOUNT DUE TO A DIRECTOR
As of November 30, 2022 and August 31, 2022, the director of the Company, Mr. Lixue Yang, advanced $
NOTE 6 – COMMON STOCK
As of November 30, 2022 and August 31, 2022, the Company has
NOTE 7 – ADDITIONAL PAID-IN CAPITAL – CAPITAL CONTRIBUTION
As of November 30, 2022 and August 31, 2022, the Company has a total additional paid-in capital - capital contribution balance of $
NOTE 8 – SUBSEQUENT EVENT
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed financial statements are issued, the Company has evaluated all events or transactions that occurred up to January 13, 2023, the date the financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
| F-7 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Company Overview
QLY Biotech Group Corp. (“the Company” or “QLY”), was incorporated in the State of Nevada on September 20, 2018. The Company was used to engaged in the tourism. The company used to organize individual and group sailing tours in the Dominican Republic. Services and itineraries were used to be provide by our company include custom packages according to the client’s specifications. And we used to develop and offer our own sailing tours in the North part of Dominican Republic as well as third-party suppliers.
The Company has no operations or revenue as of the date of this Report due to the current director had not perform similar service. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies.
Results of Operation
For the three months ended November 30, 2022 compared with the three months ended November 30, 2021
Revenue
The Company generated revenue of $0 for the three months ended November 30, 2022 as compared to revenue of $0 for the three months ended November 30, 2021. The management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies.
| 2 |
Cost of revenues
Cost of revenues of $0 and $0 for the three months ended November 30, 2022 and 2021, respectively.
Operating Expenses
Operating expenses of $9,168 and $4,212 for the three months ended November 30, 2022 and 2021, that were mainly consist of professional fees such as audit fees, annual list and edgar filing fee etc. Such increase was mainly derived from annual list and stock agency fee.
Net Loss
The net loss of $9,168 and $4,212 for the three months ended November 30, 2022 and 2021, respectively. Such increase was mainly derived from annual list and stock agency fee.
Liquidity and Capital Resources
As of November 30, 2022 and August 31, 2022, we had working capital deficit of $8,048 and $0, respectively. The increase in working capital deficit was reflected in the accrued liabilities and advanced from director. The Company’s net loss of $9,168 and $4,212 for the three months ended November 30, 2022 and 2021, respectively.
Cash Flow from Operating Activities
Net cash used in operating activities for the three months ended November 30, 2022 was $5,668 as compared to net cash used in operating activities of $4,809 for the three months ended November 30, 2021, reflecting an increase of $859 on net cash used in operating activities. Such increase was due to the Company incurred a lower net loss in current year.
Cash Flow from Investing Activities
Net cash generated from investing activities for the three months ended November 30, 2022 and 2021, was $0 and $0, respectively.
Cash Flow from Financing Activities
Net cash generated from financing activities for the three months ended November 30, 2022 was $5,668 as compared to net cash generated from financing activities of $800 for the three months ended November 30, 2021, reflecting an increase of $4,868 on net cash generated from financing activities. Such increase was mainly due to the director that paid the Company’s operating expenses on behalf of the Company, such as audit fee, annual list and stock agency fee etc.
| 3 |
| Table of Contents |
Credit Facilities
We do not have any credit facilities or other access to bank credit.
Contractual Obligations, Commitments and Contingencies
We currently have three lease agreement in place with respect to office premises in Beijing and Changsha China to commence our business operations.
Off-balance Sheet Arrangements
As of November 30, 2022, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Item 3 Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4 Controls and Procedures.
Evaluation of Disclosure Controls and Procedures:
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of November 30, 2022. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of November 30, 2022, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of November 30, 2022, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ending November 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 4 |
| Table of Contents |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under 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.
| 5 |
| Table of Contents |
ITEM 6. Exhibits
Exhibit No. |
| Description |
| Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| ||
101.INS |
| XBRL Instance Document* |
101.SCH |
| XBRL Schema Document* |
101.CAL |
| XBRL Calculation Linkbase Document* |
101.DEF |
| XBRL Definition Linkbase Document* |
101.LAB |
| XBRL Label Linkbase Document* |
101.PRE |
| XBRL Presentation Linkbase Document* |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 6 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| QLY BIOTECH GROUP CORP. |
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| (Name of Registrant) |
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Date: January 13, 2023 | By: | /s/ Lixue Yang |
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| Lixue Yang |
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| Chief Executive Officer, President, Secretary, Treasurer, Director |
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| 7 |