Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
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 000-55224
AMCHI GENDYNAMY SCIENCE CORPORATION
(Exact name of registrant as specified in its charter)
PRETTY VALLEY ACQUISITION CORPORATION
(Former name of registrant as specified in its charter)
Delaware 47-1360654
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 Apolena Avenue
Newport Beach, California 92662
(Address of principal executive offices) (zip code)
949/673-4510
(Registrant's telephone number, including area code)
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 X No
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" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
November 1, 2015
Common Stock, par value $0.0001 20,500,000
Documents incorporated by reference: None
______________________________________________________________
UNAUDITED CONDENSED FINANCIAL STATEMENTS
Unaudited Condensed Financial Statements 2-4
Notes to Unaudited Condensed Financial Statements 5-7
______________________________________________________________________
AMCHI GENDYNAMY SCIENCE CORPORATION
(Formerly Pretty Valley Acquisition Corporation)
CONDENSED BALANCE SHEETS
ASSETS
Sept 30, December 31,
2015 2014
----------- -----------
(unaudited) (audited)
Current assets
Cash $ - $ -
----------- -----------
Total assets $ - $ -
============ ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued liabilities $ - $ -
----------- -----------
Total liabilities $ - $ -
============ ===========
Stockholders' deficit
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
issued and outstanding - -
Common stock, $0.0001 par value,
100,000,000 shares authorized;
20,000,000 shares issued and
outstanding 2,000 2,000
Discount on Common Stock (2,000) (2,000)
Additional paid-in capital 1,751 707
Deficit accumulated during the
development stage (1,751) (707)
----------- -----------
Total stockholders' deficit - -
Total liabilities and stockholders'
deficit $ - $ -
============ ===========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
2
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AMCHI GENDYNAMY SCIENCE CORPORATION
(Formerly Pretty Valley Acquisition Corporation)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the For the For the For the
three three nine period from
months months months Inception
ended ended ended (5/20/2014)
Sept 30, Sept 30, Sept 30, to Sept 30,
2015 2014 2015 2014
----------- ---------- ---------- -----------
Revenue $ - $ - $ - $ -
Cost of revenue - - -
----------- ---------- ---------- -----------
Gross profit - - - -
Operating expenses 1,044 707 1,044 707
----------- ---------- ---------- -----------
Operating loss (1,044) (707) (1,044) (707)
Loss before income taxes (1,044) (707) (1,044) (707)
=========== ========== ========== ===========
Income tax expense - - - -
Net loss $ (1,044) $ (707) $ (1,044) $ (707)
=========== ========== ========== ===========
Loss per share -
basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== ========== ========== ===========
Weighted average shares-
basic and diluted 20,000,000 20,000,000 20,000,000 20,000,000
=========== ========== ========== ===========
The accompanying notes are an integral part of these unaudited
condensed financial statements.
3
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AMCHI GENDYNAMY SCIENCE CORPORATION
(Formerly Pretty Valley Acquisition Corporation)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the period
For the nine from Inception
months ending (5/20/2014) to
Sept 30, 2015 Sept 30, 2014
------------- --------------
OPERATING ACTIVITIES
Net loss $ (1,044) $ (707)
------------- -------------
Changes in Operating Assets and Liabilities
Accrued liabilities 400
------------- -------------
Net cash used in operating activities (1,044) (307)
------------- -------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock - 2,000
Discount on common stock - -
Proceeds from stockholders' contribution 1,044 307
------------- -------------
Net cash provided by financing activities 1,044 2,307
------------- -------------
Net increase in cash - 2,000
Cash, beginning of period - -
------------- ------------
Cash, end of period $ - $ 2,000
============= ============
The accompanying notes are an integral part of these unaudited
condensed financial statements.
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AMCHI GENDYNAMY SCIENCE CORPORATION
(Formerly Pretty Valley Acquisition Corporation)
Notes to Unaudited Condensed Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Amchi Gendynamy Science Corporation (formerly Pretty Valley Acquisition
Corporation ("Amchi Gendynamy" or the "Company") was incorporated on
May 20, 2014 under the laws of the state of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. The Company's operations to date have been
limited to issuing shares to its original shareholders. The Company will
attempt to locate and negotiate with a business entity for the combination
of that target company with Amchi Gendynamy. The combination will normally
take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure the
business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target company. The Company has been
formed to provide a method for a foreign or domestic private company to
become a reporting company with a class of securities registered under the
Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed
to assist in understanding the Company's unaudited condensed financial
statements. Such unaudited condensed financial statements and accompanying
notes are the representations of the Company's management, who are responsible
for their integrity and objectivity. These accounting policies conform to
accounting principles generally accepted in the United States of America
("GAAP") in all material respects, and have been consistently applied in
preparing the accompanying unaudited condensed financial statements. These
financial statements should be read in conjunction with the audited financial
statements and notes to financial statements as of December 31, 2014 on Form
10-K filed with the Securities and Exchange Commission on April 14, 2015.
USE OF ESTIMATES
The preparation of condensed financial statements (unaudited) in conformity
with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the condensed financial statements,
and the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
CASH
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with original
maturities of 90 days or less. The Company did not have cash and cash
equivalents as of September 30, 2015 and December 31,2014.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of September
30, 2015 and December 31, 2014.
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AMCHI GENDYNAMY SCIENCE CORPORATION
(Formerly Pretty Valley Acquisition Corporation)
Notes to Unaudited Condensed Financial Statements
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized. As of September 30, 2015 there were no deferred taxes
due to the uncertainty of the realization of net operating loss or carry
forward prior to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity. As of
September 30, 2015, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in the
condensed financial statements (unaudited) on a recurring basis. Additionally,
the Company adopted guidance for fair value measurement related to
nonfinancial items that are recognized and disclosed at fair value in the
condensed financial statements (unaudited) on a nonrecurring basis. The
guidance establishes a fair value hierarchy that prioritizes the inputs
to valuation techniques used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest
priority to measurements involving significant unobservable inputs
(Level 3 measurements). The three levels of the fair value hierarchy
are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair
values because of the short maturity of these instruments.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and
has no operations during the nine months ended September 30, 2015.
The Company had an accumulated deficit of $1,751 as of September 30, 2015.
The Company's continuation as a going concern is dependent on its ability
to generate sufficient cash flows from operations to meet its obligations
and/or obtaining additional financing from its members or other sources,
as may be required.
6
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AMCHI GENDYNAMY SCIENCE CORPORATION
Notes to Unaudited Condensed Financial Statements
The accompanying unaudited condensed financial statements have been prepared
assuming that the Company will continue as a going concern; however, the above
condition raises substantial doubt about the Company's ability to do so. The
unaudited condensed financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification
of assets or the amounts and classifications of liabilities that may result
should the Company be unable to continue as a going concern.
In order to maintain its current level of operations, the Company will require
additional working capital from either cash flow from operations or from the
sale of its equity. However, the Company currently has no commitments
from any third parties for the purchase of its equity. If the Company is unable
to acquire additional working capital, it will be required to significantly
reduce its current level of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Accounting Standards Update No. 2015-06 -Earnings Per Share (Topic 260)
Under Topic 260, Earnings Per Share, master limited partnerships (MLPs) apply
the two-class method to calculate earnings per unit (EPU) because the general
partner, limited partners, and incentive distribution rights holders each
participate differently in the distribution of available cash. When a general
partner transfers (or "drops down") net assets to a master limited partnership
and that transaction is accounted for as a transaction between entities under
common control, the statements of operations of the master limited partnership
are adjusted retrospectively to reflect the dropdown transaction as if it
occurred on the earliest date during which the entities were under common
control.
The amendments in this Update specify that for purposes of calculating
historical EPU under the two-class method, the earnings (losses) of a
transferred business before the date of a dropdown transaction should be
allocated entirely to the general partner interest, and previously reported
EPU of the limited partners would not change as a result of a dropdown
transaction. Qualitative disclosures about how the rights to the earnings
(losses) differ before and after the dropdown transaction occurs also are
required.
The Company is currently evaluating the impact of this update on its
financial statements.
Accounting Standards Update No. 2015-10 -Technical Corrections
and Improvements
The amendments in this Update cover a wide range of Topics in the
Codification. The amendments in this Update represent changes to make
minor corrections or minor improvements to the Codification that are
not expected to have a significant effect on current accounting
practice or create a significant administrative cost to most entities.
The Company is currently evaluating the impact of this update on its
financial statements.
Accounting Standards Update No. 2015-11 -Inventory (Topic 330)
Topic 330, Inventory, currently requires an entity to measure inventory at
the lower of cost or market. Market could be replacement cost, net realizable
value, or net realizable value less an approximately normal profit margin.
The amendments in this Update require an entity to measure inventory within the
cope of this Update at the lower of cost and net realizable value. Subsequent
measurement is unchanged for inventory measured using last-in, first-out (LIFO)
or the retail inventory method.
The Company is currently evaluating the impact of this update on its financial
statements.
NOTE 4 STOCKHOLDERS' DEFICIT
On May 20, 2014 the Company issued 20,000,000 founders common stock
to two directors and officers.
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of September 30, 2015
and December 31, 2014, 20,000,000 shares of common stock and no
preferred stock were issued and outstanding.
NOTE 5 SUBSEQUENT EVENT
Subsequent to the period covered by this Report, the Company
effected a change in control and filed a Form 8-K with the Securities
and Exchange Commission noticing such change, to wit:
On October 14, 2015 the following events occurred:
James M. Cassidy resigned as the the Company's president, secretary
and director and James McKillop resigned as the Registrant's vice president
and director. Wisdom Qiao was named director of the Company and appointed
its Chief Executive Officer and Treasurer. The Company redeemed
19,500,000 shares of its then outstanding 20,000,000 shares of common
stock.
On October 15, 2015, the Company issued 20,000,000 shares of
its common stock pursuant to Section 4(2) of the Securities Act of
1933 to Wisdom Qiao, the sole officer and director of the Company, at
par for a total outstanding 20,500,000 shares of common stock.
On October 20, 2015, Amchi Gendynamy Science Corporation
filed with the State of Delaware a certificate of amendment to its
Certificate of Incorporation increasing its authorized shares
of common stock from 100,000,000 to 500,000,000.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Amchi Gendynamy Science Corporation (formerly Pretty Valley
Acquisition Corporation) was incorporated on May 20, 2014 under the laws
of the State of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. Amchi
Gendynamy Science Corporation ("Amchi Gendynamy" or the "Company") is
a blank check company and qualifies as an "emerging growth company"
as defined in the Jumpstart Our Business Startups Act which became law
in April, 2012.
Subsequent to the period covered by this Report, the Company
effected a change in control and filed a Form 8-K with the Securities
and Exchange Commission noticing such change, to wit:
On October 14, 2015 the following events occurred:
James M. Cassidy resigned as the the Company's president, secretary
and director and James McKillop resigned as the Registrant's vice president
and director. Wisdom Qiao was named director of the Company and appointed
its Chief Executive Officer and Treasurer. The Company redeemed
19,500,000 shares of its then outstanding 20,000,000 shares of common
stock.
On October 15, 2015, the Company issued 20,000,000 shares of
its common stock pursuant to Section 4(2) of the Securities Act of
1933 to Wisdom Qiao, the sole officer and director of the Company, at
par for a total outstanding 20,500,000 shares of common stock.
On October 20, 2015, Amchi Gendynamy Science Corporation
filed with the State of Delaware a certificate of amendment to its
Certificate of Incorporation increasing its authorized shares
of common stock from 100,000,000 to 500,000,000.
Since inception Amchi Gendynamy's has had no operations or
revenues.
With the change in control, the Company intends to present and
market a new gene editing theory named Microdynamist that it has
identified through years of research. This gene principle can be used
to repair human DNA mutation problems. The Company anticipates that
it may effect a business combination with a private company with which
the President of the Amchi Gendynamy is associated and that has
identified the process and has experimentally designed technology
capable of offering multidimensional energy recovery therapy to repair
individual human genetic deformations. The private company believes
that its empirical evidence shows that the proper application of
energy at known frequencies and wave forms on disordered or disrupted
life forms, based on specific dimensions within the basic DNA, can
dynamically edit genes. That private company has a patent pending on
its gene dynamic recovery technology.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
As of September 30, 2015 Amchi Gendynamy had not generated revenues and
had no income or cash flows from operations since inception. At September 30,
2015 Amchi Gendynamy had an accumulated deficit of 1,751.
For the year ended December 31, 2014, the Company's independent
auditors have issued a report raising substantial doubt about the Company's
ability to continue as a going concern.
At present, the Company has no operations and the continuation of
Amchi Gendynamy as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing
to continue operations and/or to successfully locate and negotiate with
a business entity for the combination of that target company with
Amchi Gendynamy.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's then principal executive officer (who
was also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
Although there was a change in control effected after the
period covered by this report, there was no change in the
Company's internal control over financial reporting that was
identified in connection with such evaluation that occurred during
the period covered by this report 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
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued shares of
common stock pursuant to Section 4(2) of the Securities Act of 1933
as folllows:
On May 20, 2014, the Company issued 10,000,000 shares of common
stock to James Cassidy and 10,000,000 shares to James McKillop. On
October 14, 2015, the Company redeemed an aggregate of 19,500,000 of
such shares, pro rata.
On October 15, 2015, the Company issued 20,000,000 shares to
Wisdom Qiao.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant 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.
AMCHI GENDYNAMY SCIENCE CORPORATION
By: /s/ Wisdom Qiao
President, Chief Financial Officer
Dated: November 16, 2015
