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Organization, Principal Activities, and Going Concern
9 Months Ended
Sep. 30, 2019
Organization, Principal Activities, and Going Concern  
1. Organization, Principal Activities, and Going Concern

ADVECO GROUP INC. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on September 20, 2016. The Company did not have operations that generated revenues and positive cash flows until May 2018 when it acquired STGI.

 

On March 22, 2018, the Company filed a Certificate of Amendment with the State of Nevada to increase its authorized shares to 2,000,000,000.

 

On May 9, 2018, the Company entered into a share exchange agreement with Sunny Taste Group Inc. (“STGI”) and its shareholders Zhang Hua, Chen Hao Development Co., Ltd., and Shengjie Development Co., Ltd. (collectively, the “Sunny Shareholders”). According to the share exchange agreement, the Company issued an additional 427,568,548 shares of its common stock in exchange for all of the STGI shares held by the Sunny Shareholders. This transaction has been accounted for as a reverse takeover transaction and a recapitalization of the Company, whereby the Company, the legal acquirer, is the accounting acquiree, and STGI, the legal acquiree, is the accounting acquirer.

 

Sunny Taste Group Inc. (“STGI”) is a limited liability investment holding company incorporated in the British Virgin Islands on August 24, 2017. Its primary business activities are conducted through its wholly owned subsidiaries in Hubei province of the People’s Republic of China (“PRC”). The Company primarily grows and sells a variety of agricultural products to local customers.

 

Sunny Taste International Development Co., Ltd. (“STID”), a wholly owned subsidiary of STGI, is a limited company incorporated in the British Virgin Islands on August 24, 2017.

 

Sunny Taste (Hong Kong) Co., Limited (“STHK”), a wholly owned subsidiary of STID, is a limited liability company incorporated in Hong Kong on September 2, 2016.

 

On November 1, 2017, Jingmen Zhanyu Agriculture Company Limited (“JWAC”), a subsidiary of STHK, was incorporated as a wholly foreign owned entity in the PRC.

 

Hubei Chenyuhui Agriculture Technology Company Limited (“HCAT”) is a PRC entity incorporated on October 30, 2012. It was acquired by JWAC on March 30, 2018; accordingly, HCAT became a wholly owned subsidiary of JWAC.

 

On April 28, 2017, HCAT registered Hubei Hongxintai Agriculture Company Limited (“HHXT”) as its branch office.

 

Going Concern

 

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. However, the Company has incurred a net loss of $3,566,018 for the nine months ended September 30, 2019. As of September 30, 2019, the Company had an accumulated deficit of $16,209,852, working capital deficit of $19,834,526, and stockholders’ deficit of $12,215,258. The Company’s net cash used in operating activities for the nine months ended September 30, 2019 was $3,445,304.

 

These factors raise substantial doubt on the Company's ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plan for the continued existence of the Company is dependent upon Management's ability to identify investment opportunities and develop those opportunities to generate profit. In addition, Management will need to continue to rely on certain related parties to provide funding for investment, working capital, and general corporate purposes. If Management is unable to execute its plan, the Company may become insolvent.