Item 1.
|
Financial Statements
|
Exent Corp.
Condensed Balance Sheets
(US$, except share data and per share data, or otherwise
noted)
|
|
March 31, 2021
|
|
December 31, 2020
|
|
|
(Unaudited)
|
|
(Audited)
|
ASSETS
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Current Assets
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
—
|
|
|
$
|
—
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
$
|
3,491
|
|
|
$
|
9,344
|
|
Total Liabilities
|
|
|
3,491
|
|
|
|
9,344
|
|
Commitments and Contingencies
|
|
|
—
|
|
|
|
—
|
|
Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value, 75,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
2,027,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020
|
|
|
2,027
|
|
|
|
2,027
|
|
Additional paid-in-capital
|
|
|
130,378
|
|
|
|
105,328
|
|
Accumulated Deficit
|
|
|
(135,896
|
)
|
|
|
(116,699
|
)
|
Total Stockholders’ Deficit
|
|
|
(3,491
|
)
|
|
|
(9,344
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Equity
|
|
$
|
—
|
|
|
$
|
—
|
|
The accompanying notes are an integral part of these
condensed financial statements.
Exent Corp.
Condensed Statement of Operations
(US$, except share data and per share data, or otherwise
noted)
|
|
For Three Months Ended March 31, 2021
|
|
For Three Months Ended March 31, 2020
|
|
|
(Unaudited)
|
|
(Unaudited)
|
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of sales
|
|
|
—
|
|
|
|
—
|
|
Gross profit
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Professional fees
|
|
$
|
17,200
|
|
|
$
|
11,100
|
|
General and administrative expenses
|
|
|
1,997
|
|
|
|
2,657
|
|
Total operation expenses
|
|
|
19,197
|
|
|
|
13,757
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(19,197
|
)
|
|
|
(13,757
|
)
|
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
|
|
Other expenses – write off of property & equipment
|
|
|
—
|
|
|
|
(4,623
|
)
|
Total other income (expenses)
|
|
|
—
|
|
|
|
(4,623
|
)
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes
|
|
|
(19,197
|
)
|
|
|
(18,380
|
)
|
|
|
|
|
|
|
|
|
|
Provision for taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(19,197
|
)
|
|
$
|
(18,380
|
)
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share: Basic and Diluted
|
|
$
|
*
|
|
|
$
|
*
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares Basic and Diluted
|
|
|
2,027,000
|
|
|
|
2,027,000
|
|
* Less than $0.01
The accompanying notes are an integral part of these
condensed financial statements.
Exent Corp.
Condensed Statements of Changes in Stockholders’
Equity
For the Three Months Ended March 31, 2021 and 2020
(US$, except share data and per share data, or otherwise
noted)
For the Three Months Ended March 31, 2021
|
|
Number of Common Shares
|
|
Amount
|
|
Additional paid-in capital
|
|
Accumulated Deficit
|
|
Total equity
|
Balance as of January 1, 2021
|
|
|
2,027,000
|
|
|
$
|
2,027
|
|
|
$
|
105,328
|
|
|
$
|
(116,699
|
)
|
|
$
|
(9,344
|
)
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,197
|
)
|
|
|
(19,197
|
)
|
Contributions from stockholders
|
|
|
—
|
|
|
|
—
|
|
|
|
25,050
|
|
|
|
|
|
|
|
25,050
|
|
Balance as of March 31, 2021 (unaudited)
|
|
|
2,027,000
|
|
|
$
|
2,027
|
|
|
$
|
130,378
|
|
|
$
|
(135,896
|
)
|
|
$
|
(3,491
|
)
|
For the Three Months Ended March 31, 2020
|
|
Number of Common Shares
|
|
Amount
|
|
Additional paid-in capital
|
|
Accumulated Deficit
|
|
Total equity
|
Balance as of January 1, 2020
|
|
|
2,027,000
|
|
|
$
|
2,027
|
|
|
$
|
25,823
|
|
|
$
|
(46,994
|
)
|
|
$
|
(19,144
|
)
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,380
|
)
|
|
|
(18,380
|
)
|
Forgiveness of related party loan
|
|
|
|
|
|
|
|
|
|
|
26,524
|
|
|
|
|
|
|
|
26,524
|
|
Contributions from stockholders
|
|
|
—
|
|
|
|
—
|
|
|
|
15,200
|
|
|
|
—
|
|
|
|
15,200
|
|
Balance as of March 31, 2020 (unaudited)
|
|
|
2,027,000
|
|
|
$
|
2,027
|
|
|
$
|
67,547
|
|
|
$
|
(65,374
|
)
|
|
$
|
4,200
|
|
The accompanying notes are an integral part of these
condensed financial statements.
Exent Corp.
Condensed Statements of Cash Flows
(US$, except share data and per share data, or otherwise
noted)
|
|
For Three Months Ended March 31, 2021
|
|
For Three Months Ended March 31, 2020
|
|
|
(Unaudited)
|
|
(Unaudited)
|
Operating Activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(19,197
|
)
|
|
$
|
(18,380
|
)
|
Adjustments of non-cash items
|
|
|
|
|
|
|
|
|
Write-off of property & equipment
|
|
|
—
|
|
|
|
4,623
|
|
Changes in working capital
|
|
|
|
|
|
|
|
|
Increase in prepaid expenses
|
|
|
—
|
|
|
|
(4,453
|
)
|
Increase (decrease) in accounts payable
|
|
|
(5,853
|
)
|
|
|
3,000
|
|
Net cash used in operating activities
|
|
|
(25,050
|
)
|
|
|
(15,210
|
)
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
Capital contributions from stockholders
|
|
|
25,050
|
|
|
|
15,200
|
|
Net cash provided by financing activities
|
|
|
25,050
|
|
|
|
15,200
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and equivalents
|
|
|
—
|
|
|
|
(10
|
)
|
Cash and equivalents at beginning of the period
|
|
|
—
|
|
|
|
10
|
|
Cash and equivalents at end of the period
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
—
|
|
|
$
|
—
|
|
Income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
The accompanying notes are an integral part of these
condensed financial statements.
Exent Corp.
Notes to the Condensed Financial Statements
For the Three Months Ended March 31, 2021 and 2020
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Exent Corp. (the “Company”)
was incorporated under the laws of the State of Nevada on February 15, 2017. The Company was primarily engaged in manufacturing and sales
of steel drywall studs since its inception.
During the fiscal year ended December
31, 2019, the Company sold the machine it was utilizing for studs manufacturing as it was outdated. Production was thus placed on hold
until new equipment could be purchased.
On February 3, 2020, pursuant to
a stock purchase agreement dated on January 21, 2020, an individual investor (Mr. Weining Zheng) purchased 1,500,000 shares of the Company’s
common stock from its then majority stockholder, Marat Asylbekov, representing 74% of the voting securities of the Company. Following
this change of control, the Company changed its business plan to engage in the “smart-home” business in the People’s
Republic of China.
The Company plans to conduct business in the People’s Republic of
China in the “smart-home” sector, with a focus on developing, promoting and executing high quality integrated smart-home systems
and solutions. The Company is presently evaluating the optimal corporate and legal structures in China necessary to establish its business.
Given the impact of the novel coronavirus epidemic on the general economy of China and the smart-home industry in particular, the Company
has delayed its plan to start the proposed smart-home business until 2021. The Company expects that the funds to finance the commencement
of this new business or the acquisition of and/or investment in an existing smart home businesses in China will primarily come from its
majority stockholder, Mr. Zheng.
In March 2020, the Word Health
Organization has declared the spread of the novel coronavirus and related illness known as COVID-19 a pandemic. The global economy (including
China, the Company’s base of operations) has been significantly impacted by the pandemic. The Company’s current business plans
and initiatives have been and are expected to continue to be impacted by the pandemic. The extent of the impact of COVID-19 pandemic on
the Company’s ability to execute its business plans and initiatives will depend upon the developments related to the pandemic, including
the recurrence, duration and spread of the COVID-19 and lockdown restrictions imposed by the respective national and local governments
and oversight bodies in China. All of these factors are uncertain and cannot be easily estimated given the novelty of the pandemic and
the risk of outbreak recurrences even in places (such as in China) where initial outbreaks have subsided. Therefore, the Company cannot
reasonably estimate the impact of COVID-19 on its future operational and financial performance and implementation of its business plans.
GOING CONCERN
The unaudited condensed financial
statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception (February 15,
2017) resulting in an accumulated deficit of as of March 31, 2021 and further losses are anticipated in the development of its business.
Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet
its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating
costs over the next twelve months primarily through financings from the Company’s major stockholder.
These unaudited condensed financial
statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern.”
While management believes that the actions already taken or planned will mitigate the adverse conditions and events which raise doubt
about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance
that these actions will be successful. If the Company were unable to continue as a “going concern,” then substantial adjustments
would be necessary to the reported amounts of its liabilities, the reported expenses and the balance sheet classifications used.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The Company’s unaudited condensed
financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.
GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items,
which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not
necessarily indicative of the results to be expected for the full year ending December 31, 2021. These unaudited condensed 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, 2020.
Basic Income (Loss) Per Share
The Company computes loss per share
in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings
per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common stockholders
by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential
common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
There were no dilutive shares outstanding as of March 31, 2021 and December 31, 2020.
Cash and Cash Equivalents
The Company considers all highly
liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held
for investment purposes.
Dividends
The Company has not adopted any
policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
Income Taxes
The Company follows the liability
method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated
tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.
Advertising Costs
The Company’s policy regarding
advertising is to expense advertising when incurred. The Company did not incur any advertising expenses for the quarters ended March 31,
2021 and 2020.
Use of Estimates
The preparation of financial statements
in conformity with generally accepted accounting principles 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 the financial statements and the reported
amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Stock-Based Compensation
The Company will follow Accounting
Standards Codification (“ASC”) 718-10, Stock Compensation, which addresses the accounting for transactions in which an
entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee
services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for
an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs
arising from subsequent modifications of awards after the grant date must be recognized.
For the quarters ended March 31,
2021 and 2020, the Company has not issued any stock-based payments to its employees. To date, the Company has not adopted a stock option
plan and has not granted any stock options.
Revenue Recognition
On January 1, 2019, the Company
adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers, which outlines
a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most
current revenue recognition guidance. The updated guidance, and subsequent clarifications, collectively referred to as ASC 606, require
an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services. Previously we recorded revenue based on ASC Topic
605. Adoption of new accounting standard did not have any material impact on the Company as it did not generate any revenue during the
three months ended March 31, 2020 and 2019.
The Company expects to recognize revenue under ASC 6060 if and when the following criteria
are met:
|
●
|
Identification
of the contract, or contracts, with customer;
|
|
●
|
Identification
of the performance obligations in the contract;
|
|
●
|
Determination
of the transaction price;
|
|
●
|
Allocation
of the transaction price to the performance obligations in the contract; and
|
|
●
|
Recognition
of revenue when, or as, we satisfy performance obligation.
|
Taxation
Current income taxes are provided
on the basis of net profit for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible
for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.
Deferred income taxes are recognized
for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements,
net operating loss carry forwards and credits. 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. Current income taxes are provided
in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected
to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and
liabilities of changes in tax rates is recognized in the statement of comprehensive income in the period of the enactment of the change.
The Company considers positive
and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This
assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability,
the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies.
The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the
carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing
the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals
of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards,
(iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected
to be reflected within the industry.
The Company recognizes a tax benefit
associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination
by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently
measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate
settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due
to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments
are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of
changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company
classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense.
Recent Accounting Pronouncements
The Company has reviewed all the
recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements
will have a material impact on the Company.
NOTE 3 – EQUITY
The Company is authorized to issue
75,000,000 shares of common stock authorized with a par value of $0.001 per share. During the three months ended March 31, 2021 and 2020,
there was no securities issued.
As of March 31, 2021, and December
31, 2020, the Company had 2,027,000 shares of common stock issued and outstanding respectively.
During the three months ended March
31, 2021, the Company received capital contribution of $25,050 from its majority stockholder, Weining Zheng, for working capital uses.
The capital contribution was recorded in additional paid-in-capital.
NOTE 4 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it expects
to rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through
sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors,
or stockholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature
and have not been formalized by a promissory note.
Since its inception through December 31, 2019, the Company’s former
sole officer and director, Marat Asylbekov, loaned the Company an aggregate of $26,524 to pay for incorporation costs and operating expenses.
As of December 31, 2019, the amount outstanding was $26,524. The loan was non-interest bearing, due upon demand and unsecured. On January
22, 2020, Mr. Asylbekov forgave the loan with the principal amount of $26,524 that the Company owed to him. Therefore, the Company recorded
the $26,524 forgiven loan as a capital transaction in the three months ended March 31, 2020.
During the three months ended
March 31, 2021, the Company received capital contribution of $25,050 from its majority stockholder, Weining Zheng, for working capital
uses.
NOTE 5 - SUBSEQUENT EVENTS
In accordance with ASC 855-10,
the Company has analyzed its operations subsequent to March 31, 2021 to the date these financial statements were issued, and has determined
that it does not have any material subsequent events to disclose in these financial statements.
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
The following discussion and analysis of our results
of operations and financial condition should be read together with our unaudited condensed financial statements and the notes thereto,
which are included elsewhere in this report and our Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual
Report”) filed with SEC. Our financial statements have been prepared in accordance with U.S. GAAP.
Exent Corp. (the “Company,” “we”
or similar terminology) incorporated in the state of Nevada on February 15, 2017. Our original business was manufacturing and selling
steel drywall studs in the Kyrgyz market to wholesale customers. During the fiscal year ended December 31, 2019, we sold our stud manufacturing
machine as it was outdated. Production thereafter was temporarily on hold until new equipment was purchased.
On February 3, 2020, pursuant
to a stock purchase agreement dated on January 21, 2020, an individual investor (Mr. Weining Zheng) purchased 1,500,000 shares of our
common stock from our then majority stockholder, Marat Asylbekov, representing 74% of the voting securities of our company (the “Change
of Control”). Following the Change of Control, we changed our business plan to engage in smart-home business in the People’s
Republic of China.
We plan to conduct business in the People’s Republic of China in
the “smart home” sector, with a focus on developing, promoting and executing high quality integrated smart-home systems and
solutions. We are presently evaluating the optimal corporate and legal structures in China necessary to establish our business or to acquire
and/or invest in existing smart home businesses. We aim to start the smart-home business in 2021 and the funds to financing the start-up
of the new business or acquisition of and/or investment in existing smart home businesses will primarily come from our major stockholder.
However, our plan to operate in the smart home industry has been adversely impacted by the ongoing COVID-19 pandemic, which is now continuing
to spread throughout the world. Although China has made great efforts to contain the spread of the virus and had brought the outbreak
under control, the economy, financial market and businesses in China have been suffering due to COVID-19. As a result of COVID-19 and
its socioeconomic impact in China, we may change our plan to do business in other industries in China should we determine that the smart
home industry is materially and adversely affected by COVID-19 and it is no longer in the best interest of our stockholders and the Company
to proceed with our original plan.
Results of Operations
There was no revenue generated for the periods ended
March 31, 2021 and 2020. We did not expect to generate any revenue until our business plan is implemented.
During the three months ended March 31, 2021, we incurred
operating expenses of $19,197 as compared to $13,757 during the same period of 2020. The increase in 2021 was due to the increase in professional
fees after the Change of Control. The increase in professional fees was due to the Company started using professional consultants, including
lawyer and financial advisor to perform certain financial reporting functions since March 2020 after the Change of Control. Before that,
these functions were mainly performed by management.
During the three months ended March 31, 2020, we had other expense of $4,623
relating to the write-off of the Company’s property and equipment.
As a result of the foregoing, our net loss for the
three months ended March 31, 2021 was $19,197 as compared to a net loss of $18,380 for the same period of 2020.
Liquidity and Capital Resources
As of March 31, 2021, we had no assets and our total
liabilities were $3,491 compared to $9,344 at December 31, 2020. Working capital deficit was $3,491 as of March 31, 2021 compared to $9,344
as of December 31, 2020.
Cash Flows from Operating Activities
We did not generate any cash flows from operating activities for the three
months ended March 31, 2021 and 2020.
For the three months ended March 31, 2021, net cash
flows used in operating activities was $25,050 due to:
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net loss of $19,197; and
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decrease in accounts payable of $5,853.
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Net cash flows used in operating activities was $15,210
for the same period of 2020 due to:
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net loss of $18,380;
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increase by adjusting non-cash write-off of fixed assets of $4,623;
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increase in prepaid expenses of $4,453; and
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increase in accounts payable of $3,000.
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Cash Flows from Investing Activities
There were no investing activities for the three months
ended March 31, 2021 and 2020.
Cash Flows from Financing Activities
We have financed our operations primarily from either
advances from stockholders or financing through the sales of securities. For the three months ended March 31, 2021, we received capital
contributions of $25,050 from our major stockholder for working capital uses. For the same period of 2020, we received loan proceeds of
$15,200 from our then sole officer and director.
Plan of Operation and Funding
Our future capital requirements will depend on numerous factors including,
but not limited to, the establishment and development of our “smart-home” business opportunities in China. We expect to depend
on financing from our majority stockholder to meet our current minimal operating expenses. As we are a start-up company, our operating
expenses are limited and discretional based on the availability of its funds. Management believes that the financing from our majority
stockholder will support our planned operations over the next 12 months.
We do not have lines of credit or other bank financing
arrangements. In connection with our new business plan after the Change of Control, management anticipates operating expenses and capital
expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses will be funded primarily
by debt or equity financings from our majority stockholder. However, there is no assurance that such funds will be available or available
on acceptable terms. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage
of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.