10-Q 1 lvyuan10qjuly312019_10q.htm FORM 10Q Lvyuan Green Building Material Technology Corp. (Form: 10-Q, Received: 03/17/2016 06:24:10)

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended July 31, 2019

 

OR

 

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

 

For the transition period from ________ to ________.

 

Commission file number: 000-55262

 

LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

33-1227348

(State or other jurisdiction

 

(IRS Employer

of incorporation or organization)

 

Identification number)

 

 

 

Room 1216, Building 3, Incubator Mansion, Development Zone, Daqing City, Heilongjiang Province, China

 

N/A

(Address of Principal Executive Offices)

 

(Zip Code)

 

+ 86-755-2218-4466

(Registrant’s Telephone Number, Including Area Code)

 

n/a

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

 

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 and posted 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 and post such files). Yes     No

 

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

 

Large accelerated filer

Accelerated filer

 

Non-accelerated filer

Smaller reporting company

 

Emerging Growth Company

 

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

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

 

As of September 11, 2019, there were 6,910,000 shares of the company’s common stock, par value $0.001 per share, outstanding.

 

 



  

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION.

3

 

 

Item 1.

Financial Statements.

3

 

Condensed Balance Sheets - as of July 31, 2019 (unaudited) and April 30, 2019 (audited)

3

 

Condensed Statements of Operations for the three months ended July 31, 2019 and 2018 (unaudited)

4

 

Condensed Statements of Stockholders equity for the three months ended July 31, 2019 and 2018 (unaudited)

5

 

Condensed Statements of Cash Flows for the three months ended July 31, 2019 and 2018 (unaudited)

6

 

Notes to Condensed Financial Statements (unaudited)

7

 

 

 

Item 2.

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

10

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4

Controls and Procedures

12

 

 

PART II – OTHER INFORMATION.

13

 

 

Item 1.

Legal Proceedings

13

Item 1A.

Risk Factors

13

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

13

Item 3.

Defaults Upon Senior Securities

13

Item 4.

Mine Safety Disclosures

13

Item 5.

Other Information

13

Item 6.

Exhibits

13

 

 

SIGNATURES

14

 



 

 

PART I

 

Item 1.

Financial Statements

 

 

LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.

Condensed Balance Sheets

 

 

(un-audited)

 

 

July 31, 2019

April 30, 2019

ASSETS

 

 

Current Assets:

 

 

Cash

$ 

$ 

Total Current Assets

 

 

   TOTAL ASSETS

$ 

$ 

 

 

 

LIABILITIES & STOCKHOLDERS’ DEFICIT

 

 

Current Liabilities

 

 

Accounts payable

$6,700  

$950  

Loan from director

131,888  

130,676  

Total Current Liabilities

138,588  

131,626  

 

 

 

   TOTAL LIABILITIES

138,588  

131,626  

 

 

 

Commitments and Contingencies

 

 

 

 

 

Shareholders' Deficit:

 

 

Preferred stock, $.001 par value, 30,000,000 shares authorized, no shares issued and outstanding at July 31, 2019 and April 30, 2019, respectively.

 

 

Common stock, $.001 par value, 300,000,000 shares authorized, 6,910,000 issued and outstanding at July 31, 2019; and 6,910,000 issued and outstanding at April 30, 2019. 

6,910  

6,910  

Additional paid-in capital

17,290  

17,290  

Accumulated deficit

(162,788) 

(155,826) 

Total Stockholders’ Deficit

(138,588) 

(131,626) 

TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT

$ 

$ 

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements



 

 

 

 

 

 

LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.

Condensed Statements of Operations

for the three months ended July 31,

(Un-audited)

 

 

 

 

 

 

2019  

2018  

Revenue

$ 

$ 

 

 

 

Operating Expenses:

 

 

General administrative expense

6,962  

5,566  

Total operating expenses

6,962  

5,566  

 

 

 

Net loss from operations

(6,962) 

(5,566) 

Loss before income taxes

(6,962) 

(5,566) 

Provision for income taxes

 

 

Net Loss

$(6,962) 

$(5,566) 

 

 

 

Basic and diluted loss per share

$(0.00) 

$(0.00) 

 

 

 

Weighted average number of common shares outstanding basic and diluted

6,910,000  

6,910,000  

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements



 

 

LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.

Condensed Statements of Stockholders Equity

(un-audited

 

 

Common Stock
.001 Par

 

 

 

Description

Shares

Amount

Additional Paid in Capital

Accumulated Deficit

Stock
holders' Deficit Totals

April 30, 2018

6,910,000 

$6,910 

$17,290 

$(133,830) 

$(109,630) 

 

 

 

 

 

 

Net Loss

 

 

 

(5,566) 

(5,566) 

July 31, 2018

6,910,000 

$6,910 

$17,290 

$(139,396) 

$(115,196) 

 

 

 

 

 

 

Net Loss

 

 

 

(6,514) 

(6,514) 

October 31, 2018

6,910,000 

$6,910 

$17,290 

$(145,910) 

$(121,710) 

 

 

 

 

 

 

Net Loss

 

 

 

(3,414) 

(3,414) 

January 31, 2019

6,910,000 

$6,910 

$17,290 

$(149,324) 

$(125,124) 

 

 

 

 

 

 

Net Loss

 

 

 

(6,502) 

(6,502) 

April 30, 2019

6,910,000 

$6,910 

$17,290 

$(155,826) 

$(131,626) 

 

 

 

 

 

 

Net Loss

 

 

 

(6,962) 

(6,962) 

July 31, 2019

6,910,000 

$6,910 

$17,290 

$(162,788) 

$(138,588) 

 

The accompanying notes are an integral part of these unaudited condensed financial statements



 

 

 

 

LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.

Condensed Statements of Cash Flows

for the three months ended July 31,

(Un-audited)

 

 

 

 

2019   

2018  

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net Loss

$(6,962) 

$(5,566) 

Adjustments to reconcile net loss to net

 

 

cash used in operating activities:

 

 

Changes in operating assets and liabilities:

 

 

     Accounts payable

5,750  

1,719  

 

 

 

      Net cash used in operating activities

(1,212) 

(3,847) 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

Contributions from related party

1,212  

3,847  

     Net cash provided by financing activities

1,212  

3,847  

 

 

 

    Net increase (decrease) in cash

 

 

 

 

 

Cash at beginning of period

 

 

 

 

 

Cash at end of period

$ 

$ 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

Cash paid for interest

$ 

$ 

Cash paid for taxes

$ 

$ 

 

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements



 

 

LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.

 

NOTES TO (UN-AUDITED) CONDENSED FINANCIAL STATEMENTS

 

 

1.

ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Lvyuan Green Building Material Technology Corp. (the “Company”) was incorporated in the State of Nevada on January 10, 2013 as Green Supplements Online Inc. We changed our name to Lvyuan Green Building Material Technology Corp. on December 24, 2015. Our principal executive offices are located at Room 1216, Building 3, Incubator Mansion, Development Zone, Daqing City, Heilongjiang Province, China. Our phone number is +86-755-2218-4466.

 

Our business model was to buy nutrition and dietary products from different manufacturers and resell those products under our private label. Our source of revenue from operations was to be reselling nutrition and dietary supply products. The line of nutrition and dietary products that we intended to market was to be standard non-proprietary supplements and other products that contained our label. Currently, we have not yet initiated any product development efforts nor generated any revenue to date.

 

At present, we have no employees. 

 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

 

 

(a)

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared from the books and records of the Company in accordance with U.S. GAAP and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. The condensed statements of operations for the three months ended July 31, 2019 are not necessarily indicative of the results to be expected for the full year or any future interim period. These unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2019. In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim periods presented have been reflected in such condensed financial statements. All adjustments are of a normal recurring nature.

 

The Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to U.S. GAAP and have been consistently applied in the presentation of financial statements. The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC.

 

 

(b)

Net loss per common share

 

 The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At July 31, 2019 and April 30, 2019, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period.

 

 

 

(c)

Use of estimates

 

The preparation of the financial statements in conformity with U.S. 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 and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

 

 

(d)

Recently issued or adopted standards

 



The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

 

3.

ACCRUED LIABILITIES.

 

As of July 31, 2019, and April 30, 2019, the Company had $138,588 and $130,676 in accrued liabilities, respectively. The accrued liabilities mainly consist of a shareholder advance for the payment of Professional fees.

 

4.

 

INCOME TAXES

 

Federal Income taxes are not currently due since we have had losses since inception.

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted.  Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018.  The Company will compute its income tax expense for the three months ended July 31, 2019 using a Federal Tax Rate of 21%.

 

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5.

 

Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes.

As of July 31, 2019, we had a net operating loss carry-forward of approximately $(162,788) and a deferred tax asset of approximately $34,185 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods.  However, due to the uncertainty of future events we have booked valuation allowance of $(34,185.  FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  At July 31, 2019, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

 

 

 

July 31, 2019

April 30, 2019

Deferred Tax Asset

$34,185  

$32,723  

Valuation Allowance

(34,185) 

(32,723) 

Deferred Tax Asset (Net)

$ 

$ 

 

 

5.

GOING CONCERN AND CAPITAL RESOURCES

 

The Company does not currently engage in any business activities that provide cash flow. During the next 12 months we anticipate incurring costs related to:

 

filing of Exchange Act reports,

 

payment of annual corporate fees, and

 

Investigating, analyzing and consummating an acquisition.

 

As of July 31, 2019, the Company had an accumulated deficit of $162,788, which raises substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that fees associated with filing of Exchange Act reports including accounting fees and legal fees and payment of annual corporate fees will not exceed $75,000 within next 12 months. We do not currently intend to retain any entity to act as a "finder" to identify and analyze the merits of potential target businesses. Management intends to search for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. If the management can find a suitable target company, we will have to budget for additional fees relating to the



investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the reverse merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond such time will be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors. Since we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the Exchange Act, we may cease business operations if we do not timely consummate a business combination.

 Currently, 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 upon 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 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.

 

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.

 

The Company anticipates that the selection of a business combination will be complex and extremely risky. Our potential merger targets are firms seeking either the benefits of a business combination with an SEC reporting company 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. While a private operating company may achieve the same benefits by filing its own Exchange Act registration statement, such benefits can be achieved at a potentially faster rate with limited regulatory review through the completion of a business combination with a public reporting company. A potentially available business combination 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. The time required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty.

 

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous blank check companies that have gone public in the United States that have significant financial resources, that are seeking to carry out a business plan similar to our business plan. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors.

 

6.      LOANS FROM OFFICERS AND DIRECTORS

 

As of July 31, 2019, the Company had received loans from its officers and directors aggregating $131,888. The loans are non-interest bearing and contain no specific repayment terms.

 

7.

COMMON STOCK TRANSACTIONS

 

During the past two years there have been no stock issuances.

 

 

8.

SUBSEQUENT EVENTS

 

 In accordance with ASC 855, the Company has analyzed its operations subsequent to July 31, 2019 through 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.

 

This Quarterly Report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under “Risk Factors” in our Form 10-K for the fiscal year ended April 30, 2019, as filed on July 26, 2019. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.

 

Overview

 

Lvyuan Green Building Material Technology Corp. (the “Company”) was incorporated in the State of Nevada on January 10, 2013 as Green Supplements Online Inc. We changed to our present name on December 24, 2015. Our principal executive offices are located at Room 1216, Building 3, Incubator Mansion, Development Zone, Daqing City, Heilongjiang Province, China. Our phone number is +86-755-2218-4466.

 

Our business model was to buy nutrition and dietary products from different manufacturers and resell those products under our private label. Our source of revenue from operations was to be reselling nutrition and dietary supply products. The line of nutrition and dietary products that we intended to market was to be standard non-proprietary supplements and other products that contained our label. Currently, we have not yet initiated any product development efforts nor generated any revenue to date.

 

The Company is seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets that we have not yet identified. 

 

Operating Expenses

 

During the three months ended July 31, 2019 and 2018, we have incurred $6,962 and $5,566 in expenses, respectively, primarily consisting of professional fees associated with the SEC filings.

 

Going Concern

 

The Company does not currently engage in any business activities that provide cash flow. During the next 12 months we anticipate incurring costs related to:

 

 

filing of Exchange Act reports,  

 

payment of annual corporate fees, and  

 

investigating, analyzing and consummating an acquisition.

  

As of July 31, 2019, the Company has an accumulated deficit of $162,788. Management anticipates that fees associated with the filing of Exchange Act reports including accounting fees, legal fees and the payment of annual corporate fees will not exceed $75,000 during the next 12 months. We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses. Management intends to search for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. If management can find a suitable target company, we will have to budget for additional fees relating to the investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the reverse merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond will be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors. Since we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the Exchange Act, we may cease business operations if we do not timely consummate a business combination.

 

Currently, 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 upon 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 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.

 

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 affect 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.

 

The Company anticipates that the selection of a business combination will be complex and extremely risky. Our potential merger targets are firms seeking either the benefits of a business combination with an SEC reporting company 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. While a private operating company may achieve the same benefits by filing its own Exchange Act registration statement, such benefits can be achieved at a potentially faster rate with limited regulatory review through the completion of a business combination with a public reporting company. A potentially available business combination 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. The time required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty.

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous blank check companies that have gone public in the United States that have significant financial resources, that are seeking to carry out a business plan similar to our business plan. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors.

Liquidity and Capital Resources

 

As of July 31, 2019, our total assets were $0 and our total liabilities were $138,588 comprised of accounts payable and notes payable to related parties.

 

Stockholders’ equity decreased from $(131,626) as of April 30, 2019 to $(138,588) as of July 31, 2019, due to continued net losses. 

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the three months ended July 31, 2019 and July 31, 2018, net cash flows used in operating activities were $(1,212) and $(3,847) respectively, consisting of net losses in both periods and a change in accounts payable for the three months ended July 31, 2019.

 

Cash Flows from Financing Activities

 

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three months ended July 31, 2019 and 2018, net cash from financing activities was $1,212 and $3,847, respectively, consisting of loans from directors. 

 

We suffered recurring losses from operations and have an accumulated deficit of $(162,788) as of July 31, 2019, currently, we are a non-operating public company. We currently are seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets that we have not yet identified. In the event we use all of our cash resources, certain members of management and shareholders have indicated their willingness to loan us funds at the prevailing market rate, assuming we find a suitable candidate for an acquisition, until such acquisition is consummated. Even though this is their current intention, they have made no firm commitment and it is at their sole discretion whether or not



to fund us. In the event they do not fund us and we are not able to find outside investors, we will not have the funds necessary to operate and will have to dissolve.

 

Off-Balance Sheet Arrangements

 

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

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable. 

 

Item 4.

Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of , the Company’s Interim Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial and accounting officer) has concluded that the Company’s disclosure controls and procedures were not effective at a reasonable assurance level.

 

Limitations on the Effectiveness of Controls

 

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.

  

Changes in Internal Control Over Financial Reporting

 

There have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 



 

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

None.

 

Item 1A.  

Risk Factors.

 

We are a smaller reporting company and, therefore, we are not required to provide 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

 

 

Item 6.  

Exhibits.  

 

Number

 

Description

 

 

 

31.1*

 

Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Section 302

 

 

 

31.2*

 

Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Section 302

 

 

 

32.1**

 

Certification Pursuant To 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 



 

 

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.

 

 

LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.

 

 

 

Dated:  September11, 2019

By:

/s/ Xiuling Pan

 

Name:

Xiuling Pan

 

Title:

Chief Executive Officer, Chairman of the Board (Principal Executive Officer)