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EX-32.2 - CERTIFICATION - YUS INTERNATIONAL GROUP Ltdyusg_ex322.htm
EX-32.1 - CERTIFICATION - YUS INTERNATIONAL GROUP Ltdyusg_ex321.htm
EX-31.2 - CERTIFICATION - YUS INTERNATIONAL GROUP Ltdyusg_ex312.htm
EX-31.1 - CERTIFICATION - YUS INTERNATIONAL GROUP Ltdyusg_ex311.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended: September 30, 2017

 

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

 

For the transition period from ____________ to _____________

 

Commission File No. 000-52020

 

YUS INTERNATIONAL GROUP LIMITED

(Exact name of small business issuer as specified in its charter)

 

Nevada

 

90-0201309

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

 

 

Room A, Block B, 21/F

Billion Centre, 1 Wang Kwong Road

Kowloon Bay, Kowloon, Hong Kong

n/a

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: 852-36986699

 

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 during the preceding 12 months (or for such shorter period that the issuer 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 (§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 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

¨

 

Non-accelerated filer

¨

Accelerated filer

¨

(do not check if smaller reporting company)

Smaller reporting company

x

 

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 common stock, as of the latest practicable date.

 

As of November 14, 2017, the issuer’s classes of common stock are as follows:

 

Class of Securities

 

Shares Outstanding

Common Stock, $0.1 par value

 

6,819,120 shares

 

 
 
 
 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 

 

Item 1.

Unaudited Financial Statements.

3

 

Item 2.

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

11

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

13

 

Item 4.

Controls and Procedures.

13

 

 

 

PART II - OTHER INFORMATION

 

 

Item 1.

Legal Proceedings.

14

 

Item 1A.

Risk Factors.

 

14

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

14

 

Item 3.

Defaults Upon Senior Securities.

14

 

Item 4.

Mine Safety Disclosures.

14

 

Item 5.

Other Information.

14

 

Item 6.

Exhibits.

15

 

 

 

SIGNATURES

 

16

 

 
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Table of Contents

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. UNAUDITED FINANCIAL STATEMENTS

 

YUS INTERNATIONAL GROUP LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

Sept 30,

2017

 

 

December 31,

2016

 

 

 

(Unaudited)

 

 

(Restated)

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 10,722

 

 

$ 6,875

 

Total current assets

 

 

10,722

 

 

 

6,875

 

 

 

 

 

 

 

 

 

 

Total assets

 

$ 10,722

 

 

$ 6,875

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accrued expenses

 

$ 10,000

 

 

$ 12,900

 

Advance from a shareholder

 

 

111,490

 

 

 

79,743

 

Total current liabilities

 

 

121,490

 

 

 

92,643

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

$ 121,490

 

 

$ 92,643

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

Common stock, Par value $0.1, 225,000,000 shares authorized; $0.1 par value; 6,819,120 shares issued and outstanding as of Sept 30, 2017 and December 31, 2016

 

 

681,912

 

 

 

681,912

 

Additional paid in capital

 

 

411,303

 

 

 

421,303

 

Accumulated deficit

 

 

(1,203,983 )

 

 

(1,188,983 )

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

(110,768 )

 

 

(85,768 )

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$ 10,722

 

 

$ 6,875

 

 

See accompanying notes to the condensed financial statements.

 

 
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YUS INTERNATIONAL GROUP LIMITED

CONDENSED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (UNAUDITED)

 

 

 

Three months ended

Sept 30,

 

 

Nine months ended

Sept 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF SALES

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER REVENUE

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

5,000

 

 

 

5,000

 

 

 

15,000

 

 

 

15,000

 

TOTAL OPERATING EXPENSES

 

 

5,000

 

 

 

5,000

 

 

 

15,000

 

 

 

15,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE TAXES

 

 

(5,000 )

 

 

(5,000 )

 

 

(15,000 )

 

 

(15,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FOR THE PERIOD

 

$ (5,000 )

 

 

(5,000 )

 

 

(15,000 )

 

 

(15,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COMPREHENSIVE LOSS FOR THE PERIOD

 

$ (5,000 )

 

 

(5,000 )

 

 

(15,000 )

 

 

(15,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS PER SHARE, BASIC AND DILUTED

 

$ (0.00 )

 

 

(0.00 )

 

$ (0.00 )

 

 

(0.00 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED

 

 

6,819,120

 

 

 

6,819,120

 

 

 

6,819,120

 

 

 

6,819,120

 

 

See accompanying notes to the condensed financial statements.

 

 
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YUS INTERNATIONAL GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

 

 

 

Nine months ended

 

 

 

Sept 30,

2017

 

 

Sept 30,

2016

 

 

 

 

 

 

(Restated)

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$ (15,000 )

 

$ (15,000 )

Adjustments to reconcile net income to net cash flows used in operating activities for:

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Increase in accruals and other payables

 

 

28,847

 

 

 

15,000

 

Net cash used in operating activities

 

 

13,847

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Consideration for acquisition of a subsidiary

 

 

(10,000 )

 

 

-

 

Net cash used in investing activities

 

 

(10,000 )

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

3,847

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

6,875

 

 

 

6,875

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$ 10,722

 

 

$ 6,875

 

 

See accompanying notes to the condensed financial statements.

 

 
5
 
Table of Contents

 

YUS INTERNATIONAL GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

 

The Company was incorporated under the laws of the State of Delaware on July 15, 2002 with authorized common stock of 50,000,000 shares at $0.001 par value with the name “North America Marketing Corporation”. On March 29, 2004, the Company changed the domicile to the State of Nevada. On December 30, 2008, the Company entered into and completed an agreement for share exchange to acquire 100% ownership of Asian Trends Broadcasting Inc. (“Asian Trends”) from its shareholders. Asian Trends operates liquid crystal display (“LCD”) flat-panel televisions and LCD billboards that advertise throughout Hong Kong and creates revenue by selling advertising airtime.

 

At the beginning of 2010, the Company was principally engaged in operating LCD flat-panel televisions and LCD billboards that advertise throughout Hong Kong, creating revenue by selling advertising airtime. On August 31, 2010 the Company acquired 100% ownership of Global Mania Empire Management Limited (“GME”) from its shareholders with a consideration of 22,147,810 shares. GME is a Hong Kong company that specializes in project and artist management. On January 21, 2011, the Company sold GME back to the original shareholders by receiving 22,147,810 shares of the Company’s common stock.

 

The Company assigned the LCD flat-panel televisions and LCD billboards advertisement operations to Great China Media Limited (the “Assignee”), and in return the Assignee shall pay 5% of the gross proceeds from the business to the Company. Revenue is recognized in arrears on a quarterly basis and when collectability is reasonably assured.

 

On March 20, 2013, the Board approved the change of the Company’s name to Yus International Group Limited and a one hundred-for-one (100:1) reverse stock split applying to all shares of common stock in the Company.

 

On April 29, 2013, the majority shareholder of the Company entered into a series of stock purchase agreements wherein the majority shareholder of the Company agreed to sell a total of 6,624,789 shares of common stock in the Company to four third party entities. On April 30, 2013, after the receipt of consideration and completion of all conditions precedent, the stock purchase agreements were completed and closed.

 

On May 16, 2013, Zhi Jian Zeng resigned as the Chief Executive Officer and director of the Company and Huang Jian Nan resigned as the Chief Financial Officer and director of the Company.

 

On May 16, 2013, Mr. Ho Kam Hang was appointed as the Chief Executive Officer of the Company and Dr. Chong Cheuk Man Yuki was appointed as the Chief Financial Officer of the Company. On that same date, the company appointed Mr. Yu Cheung Fai Alex, Ms. Chan Fuk Yu, Mr. Yu Lok Man and Mr. Yu Ka Wai as Directors of the Company.

 

On April 9, 2015, Mr. Yu Lok Man resigned as director of the Company and Dr. Chong Cheuk Man Yuki resigned as Chief Financial Officer of the Company. On the same day, Ms. Chen Yongqi Dawn was appointed as Chief Financial Officer of the Company.

 

On July 31, 2015, Ms. Chen Yongqi Dawn resigned as Chief Financial Officer of the Company. On the same day, Ms. Chan Fuk Yu was appointed as Chief Financial Officer of the Company.

 

On January 12, 2017, the Company acquired 100% of the outstanding equity capital of YUS International Holdings Limited (“YIH”) for US$10,000 from Ho Kam Hang, the Company’s Chief Executive Officer, and Yu Cheung Fai Alex, a director of the Company. This transaction has the effect of making YIH a wholly-owned subsidiary of the Company. YIH is a limited company organized under the laws of Hong Kong. Other than holding dormant bank accounts, YIH has no material assets, liabilities, or operations. It is accounted for as a common control business combination under ASC 805.

 

On September 30, 2017, Mr. Yu Ka Wai resigned as director of the Company.

 

 
6
 
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No business has been generated since January 1, 2013 up to the date of the change of control. Since then, the company became dormant and has remained so until the date of this report. The Company is seeking acquisition candidates.

 

Our current business plan is to seek and identify appropriate business opportunity for development of our new line of business. We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. However, at the present time, we have not identified any business opportunity that we plan to pursue, nor have we reached any agreement or definitive understanding with any person concerning an acquisition or merger.

 

NOTE 2 – BASIS OF PRESENTATION

 

The unaudited interim consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. All significant intercompany balances and transactions have been eliminated.

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

 

For the three months ended and as of September 30, 2017, the unaudited consolidated financial statements include the accounts of the Company and the following wholly-owned subsidiary:

 

1) YUS International Holdings Limited (a Hong Kong corporation) (“YIH”)

 

The acquisition of all of the issued and outstanding stock of YIH on January 12, 2017 was accounted for as a common control business combination under ASC 805. All significant inter-company balances and transactions have been eliminated.

 

In the opinion of the management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2017, results of operations and cash flows for the three months ended September 30, 2017. The results of operations for the three months ended September 30, 2017 are not necessarily indicative of the operating results for the full year.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Economic and Political Risk

 

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

 

The Company’s operations in Hong Kong are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

 

 
7
 
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(b) Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

 

(c) Fair Value of Financial Instruments

 

The carrying amounts of financial instruments such as cash and accounts payable approximate their fair value because of the short maturities of these instruments. The fair value of receivables from associated companies and payables to associated companies are not practical to estimate based upon the related party nature of the underlying transactions.

 

(d) Earnings/Losses Per Share

 

Basic earnings/losses per share is computed by dividing income/loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings/losses per share is computed similar to basic earnings/losses per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of the balance sheet dates, there were no dilutive securities outstanding.

 

(e) Foreign Currency Translation

 

The Company translates its foreign operations to US dollars in accordance with ASC 830, “Foreign Currency Matters “. The Company’s functional currency and reporting currency is U.S. dollar, except its subsidiary’s functional currency is Hong Kong Dollars (“HKD”).

 

The Company’s subsidiary, whose records are not maintained in that company’s functional currency, re-measure its records into its functional currency as follows:

 

·

Monetary assets and liabilities at exchange rates in effect at the end of each period

·

Nonmonetary assets and liabilities at historical rates

·

Revenue and expense items at the average rate of exchange prevailing during the period

 

Gains and losses from these re-measurements were not significant and have been included in the Company’s results of operations.

 

The Company’s subsidiary, whose functional currency is not the U.S. dollar, translate their records into U.S. dollar as follows:

 

·

Assets and liabilities at the rate of exchange in effect at the balance sheet date

·

Equities at historical rate

·

Revenue and expense items at the average rate of exchange prevailing during the period

 

The translation rates are as follows:

 

 

 

3 months

ended

Sept 30,

2017

 

 

Year ended

December 31,

2016

 

 

3 months

ended

Sept 30,

2016

 

 

 

 

 

 

 

 

 

 

 

Period/year end HK$ : US$ exchange rate

 

 

0.1282

 

 

 

0.1282

 

 

 

0.1282

 

Average HK$ : US$ exchange rate for the period/year

 

 

0.1282

 

 

 

0.1282

 

 

 

0.1282

 

 

 
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(g) Recent Accounting Pronouncements

 

The Company has adopted all recently issued accounting pronouncements. The adoption of these accounting pronouncements including those not yet in effect, is not anticipated to have a material effect on the financial statements of the Company.

 

NOTE 4 – BUSINESS COMBINATION

 

On January 12, 2017, the Company acquired 100% of the issued share capital of YUS International Holdings Limited, a Hong Kong corporation (“YIH”) for a consideration of US$10,000. As the transaction is between entities under common control, the Company has reported the results of operations for the period in a manner similar to a pooling of interests under ASC 805. The Company has consolidated financial results since the initial date in which the above companies were under common control. Assets and liabilities were combined on their carrying values. Any difference between consideration given by the Company and the carrying values of the net assets of YIH is recognized in equity as either a dividend paid or received. All significant inter-company balances and transactions have been eliminated. Comparative financial statements are retrospectively restated as if the Company and YIH had always been combined.

 

Recognition of dividend paid:

 

 

 

US$

 

 

 

 

 

Consideration given by the Company

 

 

10,000

 

 

 

 

 

 

Carrying values in the books of YIH:

 

 

 

 

Assets

 

 

 

 

Cash and cash equivalent

 

 

6,875

 

Liabilities

 

 

 

 

Due to shareholder assumed

 

 

(5,593 )

Net assets to be combined

 

 

1,282

 

 

 

 

 

 

Deemed dividend paid

 

 

(8,718 )

 

 

 

 

 

Company’s additional paid-in capital

 

 

420,021

 

 

 

 

 

 

Consolidated additional paid-in capital

 

 

411,303

 

 

 
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NOTE 5 – ACCRUED EXPENSES

 

Accrued expenses as of September 30, 2017 and December 31, 2016 represent accrued fees payable to various professional parties and service providers.

 

NOTE 6 – ADVANCE FROM A SHAREHOLDER

 

The advance from a shareholder as of September 30, 2017 and December 31, 2016 are unsecured, interest-free and has no fixed repayment terms.

 

NOTE 7 – GOING CONCERN

 

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of September 30, 2017, the Company has deficits in shareholders’ equity of US$110,768 and deficits in working capital of $110,768.

 

As of September 30, 2017 the Company may need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company may be dependent upon the continuing financial support of investors, directors and/or shareholders of the Company. The Company intends to attempt to acquire additional operating capital through private equity/debt offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

NOTE 8:- CONTINGENT LIABILITIES

 

The Company has not filed the required audited financial statements of YUS International Holdings Limited (“YIH”) for the merger with YIH on January 12, 2017, details of which are disclosed in Note 1. The Company has not fulfilled the reporting requirements of the U.S. Securities and Exchange Commission, and may be subjected to follow-up action which is subjected to the decision of the relevant authorities.

 

 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Results of Operation – Three Months Ended September 30, 2017

 

The following table summarizes the result of our operation during the three months ended September 30, 2017.

 

 

 

Three months ended

Sept 30,

 

 

Increase

 

 

 

 

 

2017

 

 

2016

 

 

(decrease)

 

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ -

 

 

 

-

 

 

 

-

 

 

 

-

 

Gross profit

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Other Revenue

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

General & administrative

 

 

(5,000 )

 

 

(5,000 )

 

 

-

 

 

 

-

 

Loss from operations

 

 

(5,000 )

 

 

(5,000 )

 

 

-

 

 

 

-

 

Income tax expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Loss for the period

 

$ (5,000 )

 

 

(5,000 )

 

 

-

 

 

 

-

 

 

General and administrative expenses

 

There was no change in general and administrative expenses between the three months ended September 30, 2017 and the three months ended September 30, 2016. Both periods have incurred $5,000 as general and administrative expenses which were all legal and professional fees. The management has tried its best to fix the quarterly total professional fees at US$5,000. As the Group is still dormant, this can be achieved with the co-operation of all the professional parties provided the increase in one item of professional fees are compensated by the decreases in other items of professional fees.

 

Net loss

 

Net loss was $5,000 for the three months ended September 30, 2017 which was the same as the three months ended September 30, 2016.

 

 
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Results of Operation – Nine Months Ended September 30, 2017

 

The following table summarizes the result of our operation during the six months ended September 30, 2017.

 

 

 

Nine months ended

Sept 30,

 

 

Increase

 

 

 

 

 

 

2017

 

 

2016

 

 

(decrease)

 

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ -

 

 

 

-

 

 

 

-

 

 

 

-

 

Gross profit

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Other Revenue

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

General & administrative

 

 

(15,000 )

 

 

(15,000 )

 

 

-

 

 

 

-

 

Loss from operations

 

 

(15,000 )

 

 

(15,000 )

 

 

-

 

 

 

-

 

Income tax expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Loss for the period

 

$ (15,000 )

 

 

(15,000 )

 

 

-

 

 

 

-

 

 

General and administrative expenses

 

There was no change in general and administrative expenses between the nine months ended September 30, 2017 and the nine months ended September 30, 2016. Both periods have incurred $15,000 as general and administrative expenses which were all legal and professional fees. The management has tried its best to fix the total professional fees for three quarters at US$15,000 (US$5,000 per quarter). As the Group is still dormant, this can be achieved with the co-operation of all the professional parties provided the increase in one item of professional fees are compensated by the decreases in other items of professional fees.

 

Net loss

 

Net loss was $15,000 for the nine months ended September 30, 2017 which was the same as the nine months ended September 30, 2016.

 

Liquidity and Capital Resources from Operations

 

Cash

 

There was cash balance of US$10,722 at September 30, 2017.

 

Cash flows

 

Net cash from operating activities was US$13,847 for the nine months ended September 30, 2017, compared with US$Nil for the nine months ended September 30, 2016. The increase in net cash inflow is due to the increase in accruals and other payables.

 

Net cash used in investing activities was US$10,000 for the nine months ended September 30, 2017, compared with US$Nil for the nine months ended September 30, 2016. The increase in net cash outflow is due to the consideration paid for acquisition of a subsidiary.

 

Working capital

 

Our net current liabilities increased by $5,000 to $110,768 at September 30, 2017 from $105,768 at June 30, 2017. The increase in net current liabilities was due to an increase in advances from a shareholder and accrued expenses.

 

 
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Inflation

 

Inflation does not materially affect our business or the results of our operations.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There have been no material changes in market risk since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures

 

Our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures are appropriate and effective. They have evaluated these controls and procedures as of the date of this report on Form 10-Q. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Our management believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. 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. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

 

The Company’s management confirms that there was no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 
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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There is no pending litigation by or against us.

 

ITEM 1A. RISK FACTORS

 

Not required for smaller reporting companies.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

There have been no unregistered sales of equity securities since last reported on the Company’s Form 10-K or 10-Q filed with the SEC.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 
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ITEM 6. EXHIBITS

 

Exhibits

 

Exhibit

Number

Description

 

 

 

31.1

Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 
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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.

 

YUS INTERNATIONAL GROUP LIMITED

 

 

 

Dated: November 20, 2017

By:

/s/ Ho Kam Hang

 

Ho Kam Hang

 

 

Chief Executive Officer

 

 

 

Dated: November 20, 2017

By:

/s/ Chan Fuk Yu

 

Chan Fuk Yu

 

 

Chief Financial Officer

 

 

 

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