UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

---

FORM 10-Q

 

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTER ENDED: JUNE 30, 2016

 

[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 000 – 55224

 

---

 

AMCHI GENDYNAMY SCIENCE CORPORATION

(Name of small business issuer in its charter)

 

---

Delaware	47-1360654
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
1809 Pritchard Way
Hacienda Heights, CA	91745
(Address of principal executive offices)	(zip code)

 

Registrant’s telephone number, including area code: 626-715-9695

 

---

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]     No [  ]

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☐	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 [  ]

 

As of August 8, 2016, there were 247,207,994 shares of the registrant’s common stock, $0.0001 par value per share, outstanding.    

 

 

Amchi Gendynamy Science Corporation

 

Form 10-Q

For the Quarter Ended June 30, 2016

 

 

TABLE OF CONTENTS

 

		Page
Part I- Financial Information
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14
Part II- Other Information
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Default Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	16
	Signatures	17

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.

Financial Statements.

 

Amchi Gendynamy Science Corporation

Balance Sheets

 

		June 30,				December 31,
		2016				2015
		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	324,386			$	59,837
Prepaid expense			-				7,400
Other current asset			148,571				-
Total Current Assets			472,957				67,237
Other Assets:
Patent Rights and Trademark			30,400				10,400
Total Assets		$	503,357			$	77,637
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable		$	5,000			$	15,000
Accrued liabilities			5,153				-
Officer's compensation payable			30,000				-
Payable to related party			12,359				102,172
Deposits			-				60,445
Total Current Liabilities			52,512				177,617
Total Liabilities			52,512				177,617
Commitments and Contingencies (Note 5)
Stockholders' Equity (Deficit):
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding at June 30, 2016 and December 31, 2015, respectively			-				-
Common stock, $0.0001 par value, 500,000,000 shares authorized; 247,207,994 shares and 20,500,000 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively			24,721				2,050
Discount on common stock			(2,050	)			(2,050	)
Additional paid in capital			646,690				1,751
Deficit accumulated during development stage			(218,516	)			(101,731	)
Total Stockholders' Equity (Deficit)			450,845				(99,980	)
Total Liabilities and Stockholders' Equity		$	503,357			$	77,637

 

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

 

 

Amchi Gendynamy Science Corporation 

Statements of Operations

 

		For The Three Months Ended June 30,								For The Six Months Ended June 30,
		2016				2015				2016				2015
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Revenue		$	-			$	-			$	-			$	-
Cost of Revenue			-				-				-				-
Gross Profit			-				-				-				-
Operating Expenses:
General and administrative			70,660				-				116,831				-
Total Operating Expenses			70,660				-				116,831				-
Operating Loss From Operations			(70,660	)			-				(116,831	)			-
Other Income (Expenses)			21				-				46				-
Loss From Operations Before Income Tax			(70,639	)			-				(116,785	)			-
Provision For Income Tax			-				-				-				-
Net Loss		$	(70,639	)		$	-			$	(116,785	)		$	-
Basic and Diluted Net Loss Per Share		$	(0.00	)		$	-			$	(0.00	)		$	-
Weighted Average Number of Shares Outstanding			247,207,994				20,000,000				216,875,599				20,000,000

 

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

  

 

Amchi Gendynamy Science Corporation 

Statements of Cash Flows

 

		For The Six Months Ended June 30,
		2016				2015
		(Unaudited)				(Unaudited)
Cash Flows from Operating Activities:
Net loss		$	(116,785	)		$	-
Adjustment to reconcile net loss to net cash provided by operating activities:
Expenses paid by stockholder and contributed as capital			-				-
Changes in operating assets and liabilities:
Prepaid expense			7,400				-
Other current asset			(148,571	)			-
Accounts payable			(10,000	)			-
Accrued liabilities			5,153				-
Officer's compensation payable			30,000				-
Deposits			(60,445	)			-
Net Cash Used in Operating Activities			(293,248	)			-
Cash Flows from Investing Activities			-				-
Cash Flows from Financing Activities:
Cash received from related party as advance			2,500				-
Cash paid to related party against advances			(92,313	)			-
Cash proceeds from sale of common stock			647,610				-
Net Cash Provided by Financing Activities			557,797				-
Net Increase in Cash and Cash Equivalents			264,549				-
Cash and Cash Equivalents, Beginning of the Period			59,837				-
Cash and Cash Equivalents, End of the Period		$	324,386			$	-
Supplemental Disclosures of Cash Flow Information:
Cash paid for income taxes		$	-			$	-
Cash paid for interest		$	-			$	-
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Assignment of patent and trademark in exchange of common stock		$	20,000			$	-

 

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

 

 

Amchi Gendynamy Science Corporation

Notes to Financial Statements

June 30, 2016

(Unaudited)

 

NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN

 

As used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us”, “we” and “Amchi” shall mean Amchi Gendynamy Science Corporation, a Delaware corporation.

 

Amchi Gendynamy Science Corporation, formerly known as Pretty Valley Acquisition Corporation, was incorporated on May 20, 2014 under the laws of the state of Delaware. On June 18, 2014, Pretty Valley Acquisition Corporation filed a registration statement with the Securities and Exchange Commission on Form 10 by which it became a public reporting company. In September, 2015, the Company implemented a change of control by redeeming shares of existing shareholders, issuing shares to new shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Pretty Valley Acquisition Corporation to Amchi Gendynamy Science Corporation. 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.

 

The Company is an early-stage development company specializing in genome dynamics editing and application. Amchi is also researching, designing and developing an experimental genome dynamic repair treatment based on the dynamic principle of genetic editing theory, utilizing electrical frequencies and a special acoustic waves to help repair DNA and RNA that may have been incorrectly encoded due to offsetting energy through the genome editing process.  The Company has completed several therapy sessions with individuals in China with some success in rehabilitating and in the prevention of various hereditary genetic diseases, especially in Diabetes, including hypertension. The Company’s research is in its very early stages and there is no assurance that its therapy protocol or its energy devices will ever be able to be proved and accepted by the scientific and medical communities.

 

Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet generated any revenue and has sustained operating losses since inception to date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $116,785 for the six months ended June 30, 2016, used net cash in operating activities of $293,248, has a working capital surplus of $420,445, and has an accumulated deficit of $218,516 as of June 30, 2016. These factors, among others raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are the representation of the Company’s management who is 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 financial statements.  

 

 

Amchi Gendynamy Science Corporation

Notes to Financial Statements

June 30, 2016

(Unaudited)

  

Use of Estimates

The preparation of 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 period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates of valuation of equity instruments. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Cash and Cash Equivalents

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 equivalents as of June 30, 2016 and December 31, 2015, respectively.

 

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and other current asset. The Company places its cash with high quality banking institutions. The Company has the cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2016 and not as of December 31, 2015.

 

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. 

 

 

Amchi Gendynamy Science Corporation

Notes to Financial Statements

June 30, 2016

(Unaudited)

  

Earnings (Loss) Per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2016 and December 31, 2015, there were no convertible notes, options or warrants available for conversion that if exercised, may dilute future earnings per share.

 

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, other current asset, accounts payable, payable to a related party and short term deposits. Pursuant to ASC 820 and ASC 825, “Financial Instruments”, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.  

 

Patent Rights and Trademark

 

Patent rights and trademarks which are stated at cost, relate to the cost of applications submitted for obtaining patent and trademark of our Genome Repair Device, a non-invasive treatment device. Cost is based on third party expenditures for patent applications. We will begin amortizing our patent rights and trademark over their estimated remaining useful life when we begin revenue-producing activities. We will determine the useful lives of patent rights and trademark after considering the specific facts and circumstances related to each such asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. As of June 30, 2016 and December 31, 2015, the Company expended $30,400 and $10,400 in costs for submitting the application for patent rights and trademark which includes patent rights assigned by our Officer to the Company.

 

 

Amchi Gendynamy Science Corporation

Notes to Financial Statements

June 30, 2016

(Unaudited)

  

 New Accounting Pronouncements 

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 3 – OTHER CURRENT ASSET

 

In April 2016, the Company received a notice from the State of Delaware that Amchi is delinquent in filing its Annual Franchise Tax Report for the tax year 2015. The Company was required to pay a franchise tax of $144,070 and interest and penalty of $4,501 for a total consideration of $148,571. The Company made the payment of $148,571 on April 27, 2016. Upon further review, the Company followed up with the Delaware Franchise Tax department and was informed that Amchi had previously paid the required annual franchise tax for 2015, and there was a computer error in sending out the delinquent tax notice. The Company is currently completing the formalities to receive the refund from the State of Delaware Franchise Tax and expect to receive the refund in full.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

On September 16, 2015, Everrich Global Investments Limited (“Everrich”), an entity controlled by Wisdom Qiao, the Chief Executive Officer of the Company (the “Officer”), entered into an agreement with Tiber Creek Corporation (“Tiber Creek”), an entity controlled by the founders of the Company, to combine Everrich with a United States reporting company (the “Company”). Upon the change in control of the Company, the existing shareholders of Tiber Creek retained 500,000 common shares of the Company and the remaining outstanding shares were returned to the Company. In full satisfaction of the services of Tiber Creek, Everrich agreed to pay a non-refundable consideration of $85,000 in legal and professional fees to Tiber Creek. The Officer has paid, on behalf of the Company, $80,000 of the consideration to Tiber Creek and the remaining $5,000 is recorded as accounts payable as of June 30, 2016.

 

On January 26, 2016, the Company’s Board of Directors approved and ratified the assignment (the “Assignment”) by the Officer of her entire right, title and interest in a patent application entitled “DYNAMIC RECOVERY AND THERAPY SYSTEM” (the “Invention”) in exchange for 200,000,000 shares of the Company’s common stock. Pursuant to the Assignment, on January 26, 2016, the Company issued 200,000,000 shares of its common stock to its Officer (Note 7). The Invention is a massage device with predetermined patterns, pressures and methods, designed to provide health benefits to improve physical fitness, reduce blood pressure, reduce glucose levels, enhance sleep and potentially reduce or eliminate tumor growth.

 

The Officer has occasionally provided short term advances to the Company for opening its bank accounts and payments to vendors for performing services to the Company. The short term advances are non-interest bearing, unsecured and due on demand. For the six months ended June 30, 2016, the Company received $2,500 from the Officer to settle Amchi’s obligation to a consultant, and paid to the Officer $92,313 towards the advances provided for its working capital needs. The Company is indebted to the Officer $12,359 and $102,172 due and payable as of June 30, 2016 and December 31, 2015, respectively. In addition, the Company is indebted to the Officer $30,000 and $30,000 for compensation for the three months and six months ended June 30, 2016. No compensation was earned or paid to the Officer in the comparable periods of 2015  

 

NOTE 5 – DEPOSITS

 

The Company received cash deposits of $0 and $60,445 as of June 30, 2016 and December 31, 2015, respectively, from two investors for purchase of common shares pursuant to a prospective private placement for sale of its common stock in January 2016. The deposits received from two investors were converted into equity by issuance of 218,000 shares of common stock pursuant to the private placement (Note 7).

 

 

Amchi Gendynamy Science Corporation

Notes to Financial Statements

June 30, 2016

(Unaudited)

  

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

Legal Costs and Contingencies

In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received.

 

On February 11, 2016, the Company entered into a Product Design Service Agreement (“Design Agreement”) with Focus Product Design, a California corporation, to design product requirements, systems architecture, proof of concept ME and EE, part sourcing, product architecture, etc. for a fixed fee of $635,100. The Company had paid to Focus Product Design $7,400 towards the product design cost which was recorded as a prepaid expense as of December 31, 2015. The cost of product design has been expensed during the period ended June 30, 2016. On July 24, 2016, the Company terminated its Design Agreement and no additional costs are due to Focus Product Design as of the date of termination.

 

If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable.

 

NOTE 7 – STOCKHOLDERS’ EQUITY

 

The Company’s capitalization at June 30, 2016 was 500,000,000 authorized common shares with a par value of $0.0001 per share, and 20,000,000 authorized preferred shares with a par value of $0.0001 per share.

 

Common stock

 

On January 15, 2016, the Company completed a private placement of 26,707,994 shares of its common stock to 37 investors (the “Investors”) for a total purchase price of $647,610. All of the sales were made in China and all of the Investors were residents of China. The Company has issued the share certificates to all 37 investors as of June 30, 2016. All of the stock certificates issued to the Investors have been affixed with an appropriate legend restricting sales and transfers. Therefore, based on the foregoing, the Company has issued the shares in reliance upon the exemptions from registration provided by Section 4a (2) of the Securities Act of 1933 and/or Regulation S. 

 

On January 26, 2016, the Company’s Board of Directors approved and ratified the assignment (the “Assignment”) by Wisdom Qiao, the CEO, director and principal shareholder of the Company (“Officer”), of her entire right, title and interest in a patent application entitled “DYNAMIC RECOVERY AND THERAPY SYSTEM” (the “Invention”) in exchange for 200,000,000 shares of the Company’s common stock. Pursuant to the Assignment, on January 26, 2016, the Company issued to its Officer 200,000,000 shares of its common stock valued at the par value of $0.0001 per share for $20,000 (Note 4). The shares are restricted and the certificates have been affixed with the appropriate legend restricting sales and transfers.

 

As a result of all common stock issuances, the total outstanding shares of common stock at June 30, 2016 were 247,207,994.

 

Preferred stock

 

At June 30, 2016, the Company had no shares of preferred stock issued or outstanding.

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events and transactions that occurred through the date and time our financial statements were issued for potential recognition or disclosure in the accompanying financial statements. 

 

 

Item 2.

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

 

All references to “we”, “our,” “us” and the “Company” in this Item 2 refer to Amchi Gendynamy Science Corporation (“AGSC”).

 

The discussion in this section contains forward-looking statements. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “would” or “will” or the negative of these terms or other comparable terminology, but their absence does not mean that a statement is not forward-looking. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which could cause our actual results to differ from those projected in any forward-looking statements we make. Several risks and uncertainties we face are discussed in more detail under “Risk Factors” in the 2015 Annual Report filed with the Securities and Exchange Commission on April 14, 2016. You should, however, understand that it is not possible to predict or identify all risks and uncertainties and you should not consider the risks and uncertainties identified by us to be a complete set of all potential risks or uncertainties that could materially affect us. You should not place undue reliance on the forward-looking statements we make herein because some or all of them may turn out to be wrong. We undertake no obligation to update any of the forward-looking statements contained herein to reflect future events and developments, except as required by law. The following discussion and analysis of our financial condition and results of operations should be read together with the audited financial statements and accompanying notes and the other financial information appearing in the 2015 Annual Report filed with the Securities and Exchange Commission on April 14, 2015 and elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

 

Amchi Gendynamy Science Corporation is an early-stage development company specializing in genome dynamics editing and application. The Company is researching, designing and developing an experimental genome dynamic repair treatment based on the dynamic principle of genetic editing theory, utilizing electrical frequencies and a special acoustic waves, which the founder of the  company  has took over 20 year to study on dynamic principle of genetic editing to discover the right multiple frequency, how they work on Genome mutation,  to help repair DNA and RNA that may have been incorrectly encoded due to offsetting energy through the genome editing process.  The Company has completed several therapy sessions with individuals in China with some success in rehabilitating and in the prevention of various hereditary genetic diseases, especially in Diabetes, including hypertension. Wisdom Qiao, our CEO, director and principal shareholder, is a leader in the field of precise energy genome therapy and in other categories such as genome dynamic editing program, biotech and life sciences. After 20 years of dedicated research, Wisdom Qiao‘s team is confident that genome dynamic repair system is ready to be commercialized for its effectiveness on Diabetes. The Company has started another 10 diabetes case study in May 2016. The therapy protocol or its energy treatment will be proved by the scientific and medical communities by the report of case study. The Company’s research is in its very early stages and there is no assurance that its therapy protocol or its energy devices will ever be able to be proved and accepted by the scientific and medical communities.

 

The Company was incorporated in the State of Delaware in May 20, 2014, and was formerly known as Pretty Valley Acquisition Corporation. On June 18, 2014, Pretty Valley Acquisition Corporation filed a registration statement with the Securities and Exchange Commission on Form 10 by which it became a public reporting company.  

 

In September, 2015, the Company implemented a change of control by redeeming shares of existing shareholders, issuing shares to new shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Pretty Valley Acquisition Corporation to Amchi Gendynamy Science Corporation.

 

The Company is a development stage company. As of the periods from inception, through the date of this report, the Company did not generate any revenue and incurred minimal expenses and operating losses, as part of its development stage activities.

 

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. We funded our operations primarily through the financial support from our officer and shareholders. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. We incurred a net loss of $116,785 for the six months ended June 30, 2016, used net cash in operating activities of $293,248, has a working capital surplus of $420,445, and has an accumulated deficit of $218,516 as of June 30, 2016. These factors, among others raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

Financial Operations Overview

 

Revenue

 

We have not earned revenues from providing genome repair services since inception of May 20, 2014 (inception) to June 30, 2016, respectively. We do not expect to earn revenues from genome repair service for at least the next twelve months. We may never generate revenues and we may never succeed in commercializing any other products or services.

 

Operating Expenses

 

Operating expenses for the three months and six months ended June 30, 2016 were $70,661 and $116,831 compared to $0 for the same comparable periods in 2015. Operating expenses increased by $70,660 and $116,831 for the three months and six months ended June 30, 2016 due to the increase in general and administrative expense primarily due to the audit fees of $23,062 incurred for the audit of financial statements of the Company for the years ended December 31, 2015 and 2014, respectively; payroll expenses of $46,000; consulting fees of $21,395 recorded in providing assistance in preparing business plans of the Company and filing of regulatory reports; product development costs of $7,400, and approximately $18,900 for general office and travel expenses. We expect that general and administrative expenses will increase materially as we operate as a public company. These increases will likely to include salaries and related expenses, legal and consulting fees, accounting and audit fees, director fees, increased directors’ and officers’ insurance premiums, fees for investor relations services, enhanced business and accounting systems, and other costs associated with operations. 

 

Liquidity and Capital Resources

 

Since our inception, our operations have been primarily financed through funding from the officer and shareholders. Our Genome Repair Device is a product candidate still in development, and, to date, we have conducted many human studies and other preclinical work with to that product candidate. Our Genome Repair Device will require substantial additional development and testing, and at present, we are focusing most of our efforts and resources on the second stage of clinical study after 20 years research and testing, ready for commercialization of this device. There can be no assurance that our development efforts will successfully reach expected results or that the Genome Repair Device will have the capabilities we expect. We have incurred operating losses in each year since our inception and we expect to continue to incur operating losses into the foreseeable future as we advance the ongoing development of our Genome Repair Device. Even if our plans and projects are successfully initiated, there can be no assurance that such plans and projects will have any commercial success or advantage. Also, there is no assurance that our initiatives will perform as intended in the marketplace.

 

As of June 30, 2016, we had $324,386 of cash compared to $59,837 at December 31, 2015. We believe that our existing capital resources will not be sufficient to meet our projected operating requirements for at least the next 12 months and we will need to raise additional capital. Based on our operating plan, we will need additional funds to meet operational needs and capital requirements for product development and commercialization. We currently have no credit facility or committed sources of capital. To fund future operations we will need to raise additional capital and our requirements will depend on many factors, including the following:

 

 

Funding may not be available to us on acceptable terms or at any terms. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of, or even suspend development of our initial Genome Repair Device. We may seek to raise any necessary additional capital through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our Genome Repair Device and future revenue streams, and we may have to grant licenses on terms that may not be favorable to us. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends.

 

The accompanying financial statements for the three months and six months ended June 30, 2016 and 2015 have been prepared on a basis that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We have continuing net losses and negative cash flows from operating activities. In addition, we have accumulated deficit on most of the balance sheet dates. These conditions raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. These circumstances caused our independent registered public accounting firm to include an explanatory paragraph in their report dated April 14, 2016, regarding their concerns about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to obtain additional financing as may be required to fund current operations. Management’s plans include selling its equity securities and obtaining debt or other financing to fund its capital requirement and on-going operations; however, there can be no assurance the Company will be successful in these efforts. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.  

 

Operating Activities

 

Net cash used in operating activities for the six months ended June 30, 2016 was $293,248, which resulted primarily from the loss of $116,785, decrease in prepaid expenses of $7,400, increase in other current asset of $148,571, decrease in accounts payable of $10,000, increase in accrued liabilities of $5,153, increase in officer’s compensation of $30,000, and decrease in deposits of $60,445.

 

Financing Activities

 

Net cash provided by financing activities for the six months ended June 30, 2016 was $557,797, primarily due to cash proceeds from sale of common stock of $647,610, cash proceeds from a related party of $2,500 to settle Amchi’s obligation of a consultant, and cash paid to the related party of $92,313 against cash advances previously received. 

 

As a result of the above activities, we experienced a net increase in cash and cash equivalents of $264,549 for the six months ended June 30, 2016. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or from sale of our common stock.

 

Alternative Financial Planning

 

The Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company will not be able to implement its business plan as a going concern.

 

Equipment Financing

 

The Company has no existing equipment financing arrangements.

 

 

Critical Accounting Policies and Significant Judgments and Estimates

 

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. We have identified the following accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results could differ from these estimates and such differences could be material.

 

While our significant accounting policies are described in more detail in Note 2 of our annual consolidated financial statements included in this Annual Report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements. 

 

JOBS Act Accounting Election

 

We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

Fair value of Financial Instruments and Fair Value Measurements

 

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, payable to related parties and short term advances. Pursuant to ASC 820 and ASC 825, “Financial Instruments”, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

 

Development Stage and Capital Resources

 

Since its inception, the Company has devoted substantially all of its efforts to business planning. Accordingly, the Company is considered to be in the development stage. The Company has not generated revenues from its operations, and it will not commence generating revenues until 2017.

 

Off-Balance Sheet Arrangements

 

We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”), and as provided in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and, therefore, are not required to provide the information requested by this Item.

 

Item 4.

Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our Chief Executive Officer (who is also our Chief Financial Officer), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2016. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on their evaluation, management concluded as of June 30, 2016 that our disclosure controls and procedures were not effective because of material weaknesses in our internal control over financial reporting, described below in Management’s Report on Internal Control Over Financial Reporting. Notwithstanding the identified material weaknesses, management believes the financial statements included in this quarterly report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

 

Management’s Report on Internal Control Over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of Company management, including the CEO and the CFO, an evaluation was performed of the effectiveness of the Company’s internal control over financial reporting. The evaluation was based on the framework in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework (1992), our management concluded that, as of June 30, 2016, our internal control over financial reporting was not effective because of the identification of material weaknesses described as follows:

 

●

We did not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting transactions. As a result, errors were identified in the underlying data used to support accounting transactions. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual financial statements would not be prevented or detected on a timely basis.

 

●

We did not have an adequate process or appropriate controls in place to support the accurate and timely reporting of our financial results and disclosures in our Form 10-Q. As a result, errors were identified primarily related to stock issuances and their accounting treatment. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual financial statements would not be prevented or detected on a timely basis.

 

 

Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting

 

With the oversight of senior management, the Company has begun taking steps and plans to take additional measures to remediate the underlying causes of the material weaknesses.

 

With respect to validation of the completeness and accuracy of underlying data used in the determination of stock issuance and accounting transactions, management intends to:

 

•     Timely issue all stock certificates contemporaneous with the closing of transactions resulting in a stock issuance.

 

•     Have the Company’s independent transfer agent issue all stock certificates to stockholders listed on the Company’s stock ledger.

 

•     As soon as the Company can afford it, hire an employee who will be dedicated to overseeing all stock issuance and related matters.

 

With respect to timely and accurate filing of our financial results, management intends to:

 

•     As soon as the Company can afford to do so, engage consultants to identify efficiencies and enhance reporting capabilities as well as opportunities to reduce the incidence of errors.

 

•     Implement more robust accounting policies and work with consultants to streamline activities and implement best practices.

 

•     As soon as we can afford to do, hire a Chief Financial Officer so the same person is not serving as both Chief Executive Officer and Chief Financial Officer.

 

•     Additionally, as soon as we can afford to do so we plan on creating a new position to oversee accounting systems, designing internal controls and ensuring compliance, implementing accounting policies and procedures, and implementing process improvements.

 

While senior management is closely monitoring the implementation of these remediation plans, there is no assurance that the aforementioned plans will be sufficient and that additional steps may not be necessary. There is also no assurance that we will be able to afford to implementation of these improvements during the current fiscal year.  

 

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of our business. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and any adverse result in these or other matters may arise from time to time that could harm our business. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.

 

Item 1A.

Risk Factors

 

The section entitled “Risk Factors” in the 2015 Annual Report filed with the Securities and Exchange Commission on April 14, 2016 is hereby incorporated by reference in this report as if set forth herein in its entirety.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3.

Defaults Upon Senior Securities

 

None

 

Item 4.

Mine Safety Disclosures

 

None

 

Item 5.

Other Information

 

None  

  

Item 6.

EXHIBITS

 

The following Exhibits are filed as part of this Quarterly Report pursuant to Item 601 of Regulation S-K:

 

 

Exhibit Number		Description
31		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema
101.CAL		XBRL Taxonomy Calculation Linkbase
101.DEF		XBRL Taxonomy Definition Linkbase
101.LAB		XBRL Taxonomy Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

 

 

SIGNATURES

 

Pursuant to the requirement 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.

 

 

Date: August 8, 2016		Amchi Gendynamy Science Corporation
	By:	/s/ Wisdom Qiao
		WISDOM QIAO
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

 

 

 

 

 

17