UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549 

FORM 10-Q 

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

For the quarterly period ended December 31, 2017 

☐   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: 

For the transition period from______ to ______ 

Commission File Number 333-200602 

Taxus Pharmaceuticals Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

(Formerly known as “Little Neck Health Connection, Inc”)

 

03-0380057		New York
(I.R.S. employer identification No.)		(State or other jurisdiction of incorporation)

 

23605 Braddock Avenue,

Bellerose, NY 11426

Phone: (718) 631-1522
(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices) 

Jiayue Zhang

23605 Braddock Avenue,

Bellerose, NY 11426

Phone: (718) 631-1522

(Name, address, including zip code, and telephone number, including area code, of agent for service) 

Copy of Communications To: 

Lucosky Brookman, LLP 

Attn: Lawence Metelitsa

101 Wood Avenue South

Woodbridge, New Jersery 08830 
Tel: 732-395-4400 

Direct: 732-395-4405
Fax: 732-395-4401 
(Name, Address and Telephone Number of Person 
Authorized to Receive Notice and Communications on Behalf of Registrant) 

Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 ☒   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 ☒   No ☐ 

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☒
		Emerging growth company	☐

 

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: as of December 31, 2017, there are 81,500,200 shares of common stock issued and outstanding. 

 

 

CHINA FORESTRY, INC.

 

FORM 10-Q FOR THE PERIOD ENDED DECEMBER 30, 2017

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION	1
ITEM 1 - FINANCIAL STATEMENTS	1
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 4 - CONTROLS AND PROCEDURES	17
PART II - OTHER INFORMATION	18
ITEM 1.  LEGAL PROCEEDINGS	18
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	18
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES	18
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	18
ITEM 5.  OTHER INFORMATION	18
ITEM 6 - EXHIBITS	18

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1 - FINANCIAL STATEMENTS

 

TAXUS PHARMACEUTICALS HOLDINGS, INC.

BALANCE SHEETS (IN U.S. $)

DECEMBER 31, 2017 AND JUNE 30, 2017

 

ASSETS		December 31, 2017				June 30, 2017
		(Unaudited)
Current assets:
Cash and cash equivalents		$	5,836			$	5,856
Total current assets			5,836				5,856
Other assets:
Security deposit							3,000
TOTAL ASSETS		$	5,836			$	8,856
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses		$	47,015			$	62,515
Total current liabilities			47,015				62,515
Commitments and contingencies
Stockholders’ (deficit):
Common stock, $0.00001 par value per share; 1,500,000,000 shares authorized;81,500,200 shares issued and outstanding as of December 30, 2017 and June 30, 2017			815				815
Additional paid-in capital			676,901				648,901
(Deficit)			(718,895	)			(703,375	)
Total stockholders’ (deficit)			(41,179	)			(53,659	)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)		$	5,836			$	8,856

 

See accompanying notes to financial statements.

 

 

TAXUS PHARMACEUTICALS HOLDINGS, INC.

STATEMENTS OF OPERATIONS (IN U.S. $)

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2017 AND 2016

(UNAUDITED)  

 

		Three Months Ended December 31,								Six Months Ended December 31,
		2017				2016				2017				2016
Revenues		$	-			$	363			$	500			$	5,851
Cost of revenues			-				272				-				4,389
Gross profit			-				91				500				1,462
Operating expenses:
Selling, general and administration expenses			4,000				12,392				16,020				52,909
Net (loss)		$	(4,000	)		$	(12,301	)		$	(15,520	)		$	(51,447	)
(Loss) per common share, basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding, Basic and diluted			81,500,200				81,500,200				81,500,200				81,500,200

  

See accompanying notes to financial statements.

 

 

TAXUS PHARMACEUTICALS HOLDINGS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) (IN U.S. $)

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017

(UNAUDITED) 

 

		Common Stock								Additional Paid-in
		Shares				Amount				Capital				(Deficit)				Total
Balance, June 30, 2017			81,500,200			$	815			$	648,901			$	(703,375	)		$	(53,659	)
Capital contribution											28,000								28,000
Net (loss)			-				-				-				(15,520	)			(15,520	)
Balance, December 31, 2017 - Unaudited			81,500,200			$	815			$	676,901			$	(718,895	)		$	(41,179	)

 

See accompanying notes to financial statements.

 

 

TAXUS PHARMACEUTICALS HOLDINGS, INC.

STATEMENTS OF CASH FLOWS (IN U.S. $)

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND 2016

(UNAUDITED)  

 

		Six Months Ended December 31,
		2017				2016
Cash flows from operating activities:
Net (loss)		$	(15,520	)		$	(51,447	)
Change in operating assets and liabilities:
Decrease in inventory			-				3,394
Decrease in security deposit			3,000				7,488
(Decrease) increase in accounts payable and accrued expenses			(15,500	)			17,599
Net cash (used in) operating activities			(28,020	)			(22,966	)
Cash flows from financing activities:
Capital contribution from shareholder			28,000				-
Net cash provided by financing activities			28,000				-
Net change in cash			(20	)			(22,966	)
Cash, beginning of the period			5,856				29,310
Cash, end of the period		$	5,836			$	6,344
Supplemental disclosure of cash flow information
Cash paid during the period for:
Income taxes		$	-			$	-
Interest		$	-			$	-

 

See accompanying notes to financial statements.

 

 

TAXUS PHARMACEUTICALS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 

FOR THE three AND SIX months ENDED DECember 31, 2017 AND 2016

 

1.	ORGANIZATION

 

Taxus Pharmaceuticals Holdings, Inc. (formerly Little Neck Health Connection, Inc.) (the “Company”) is a New York Corporation organized on January 2, 2002. The Company was a specialty retailer, located in Little Neck, New York, selling vitamins, minerals, herbs, supplements, sports nutrition items and other health and wellness products.

 

On August 5, 2014, the sole stockholder (the “Seller”) of the Company entered into an Agreement with an outside individual (the “Buyer”) pursuant to which he sold all of the Company’s outstanding common stock. The purchase price was $105,000. 

 

On September 22, 2014, the Company filed an amendment to its Certificate of Incorporation to change its name to Taxus Pharmaceuticals Holdings, Inc. and increase the number of authorized shares to 1,500,000,000, with par value $0.00001 per share. The Company issued 81,500,000 shares at $0.001 per share during the year ended June 30, 2015.

 

On September 10, 2015, Mr. Jiayue Zhang, the sole officer and director and the largest shareholder of the Company, transferred his 41,619,800 shares of common stock of the Company which represents 51.07% of the total issued and outstanding shares of the Company, to Shanxi Taxus Pharmaceuticals Co., Ltd, a Chinese limited liability company (“Shanxi Taxus”). Mr. Jiayue Zhang is also the general manager, director and controlling equity owner of Shanxi Taxus. Therefore, upon the completion of the share transfer, Mr. Zhang is still the beneficial owner of the 41,619,800 shares of common stock of the Company.

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting and Presentation

 

The accompanying financial statements have been prepared on the accrual basis of accounting.

 

The interim financial statements of the Company as of December 31, 2017 and for the three and six months ended December 31, 2017 and 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC which apply to interim financial statements. Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.

 

 

TAXUS PHARMACEUTICALS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 

FOR THE three AND SIX months ENDED dECember 31, 2017 AND 2016

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Basis of Accounting and Presentation (continued)

 

The interim financial information should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Form 10-K filed with the SEC. The results of operations for the three and six months ended December 31, 2017 are not necessarily indicative of the results to be expected for future quarters or for the year ending June 30, 2018.

 

Cash and Cash Equivalents

 

The Company considers all liquid investments with an original maturity of three months or less that are readily convertible into cash to be cash equivalents.

 

Revenue Recognition

 

The Company’s revenues are primarily derived from the sales of vitamins, minerals, herbs, supplements, sports nutrition items and other health and wellness products. Revenue recognition policies comply with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition, when persuasive evidence of arrangement exists, delivery of the product has occurred, the fee is fixed or determinable and collectability is reasonably assured.

 

Concentration of Credit Risk

 

The Company maintains its cash accounts at a commercial bank. The Federal Deposit Insurance Corporation (“FDIC”) insures up to $250,000 per bank for substantially all depository accounts. At December 31, 2017, the Company did not have cash balances which were in excess of the FDIC insurance limit.

 

Net Income (Loss) Per Share

 

The Company computes net income (loss) per common share in accordance with FASB ASC 260, Earnings Per Share (“ASC 260”).  Under the provisions of ASC 260, basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding plus the effect of any dilutive shares outstanding during the period.  Potential dilutive shares are not included when the Company has a loss because their inclusion would be antidilutive.

 

 

TAXUS PHARMACEUTICALS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 

FOR THE three AND SIX months ENDED DECember 31, 2017 AND 2016

 

2.	ACCOUNTING POLICIES (CONTINUED)

 

Net Earnings (Loss) Per Share (continued)

 

Accordingly, the number of weighted average shares outstanding as well as the amount of net (loss) per share are presented for basic and diluted per share calculations for the periods reflected in the accompanying statements of operations. There were no dilutive shares outstanding during the three and six months ended December 31, 2017 and 2016.

 

Income Taxes

 

The Company accounts for income taxes in accordance with FASB ASC Section 740, Income Taxes, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

The Company accounts for uncertain tax positions in accordance with ASC Section 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC also provides guidance on de-recognition income tax assets and liabilities, classification of deferred income tax assets and liabilities and accounting for interest and penalties in the financial statements and related disclosures. The Company classifies interest and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized during the three and six months ended December 31, 2017 and 2016.

 

Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2017. The Company does not expect any significant changes in unrecognized tax benefits within twelve months of the reporting date

 

Fair Value

 

FASB ASC 820, Fair Value Measurements, specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy:

 

Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

 

 

TAXUS PHARMACEUTICALS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 

FOR THE three AND SIX months ENDED DECember 31, 2017 AND 2016

 

2.	ACCOUNTING POLICIES (CONTINUED)

 

Fair Value (continued)

 

Level 2 Inputs – Inputs other than the quoted prices in level 1 that are observable either directly or indirectly.

 

Level 3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.

 

FASB ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. The carrying value of non-derivative financial instruments including cash, and accounts payable and accrued expenses approximated their fair values due to their short term nature.

 

Use of Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain 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.  Actual results could differ from those estimates.

 

Inventory

 

Inventories are stated at the lower of cost or market using a weighted average method which approximates first-in, first-out (“FIFO”).  The Company marks down its inventory for estimated unmarketable inventory equal to the difference between the cost of the inventory and the estimated net realizable value based on assumptions about the age of the inventory, future demand and market conditions.  During the year ended June 30, 2017, the Company wrote off $20,763 of inventory. As of September 30, 2017 and June 30, 2017, the Company has no inventory. If actual market conditions are less favorable than those projected by management, additional inventory markdowns may be required. There was no inventory as of December 31, 2017 and June 30, 2017, and there were no inventory markdowns for the three and six months ended December 31, 2017 and 2016.

 

 

Taxus Pharmaceuticals Holdings, Inc.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2017 and 2016

 

2.	ACCOUNTING POLICIES (CONTINUED)

 

Property and Equipment

 

Property and equipment are stated at cost. The cost of property and equipment was depreciated over their estimated useful lives. Depreciation was computed on the straight-line method for both financial reporting and income tax purposes. The estimated useful life for furniture and fixtures was three years. All assets were fully depreciated as of December 31, 2017 and June 30, 2017.

 

3.	RECENTLY ISSUED ACCOUNTING STANDARDS

 

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04 Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation.  Under the amended guidance, a goodwill impairment charge will now be recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill. This guidance is effective for interim and annual period beginning after December 15, 2019, with early adoption permitted for any impairment tests performed after January 1, 2017.

 

In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business and assists entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under this guidance, when substantially all the fair value of gross assets acquired is concentrated in a single asset (or group of similar assets), the assets acquired would not represent a business. In addition, to be considered a business, an acquisition would have to include at a minimum an input and a substantive process that together significantly contribute to the ability to create an output. The amended guidance also narrows the definition of outputs by more closely aligning it with how outputs are described in FASB guidance for revenue recognition. This guidance is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted.

 

In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-18, “Statement of Cash Flows: Restricted Cash”. The amendments address diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendment is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

  

 

Taxus Pharmaceuticals Holdings, Inc.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2017 and 2016

 

3.	RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)

 

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the effect this ASU will have on its statement of cash flows.

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2020, with early application permitted. The Company is evaluating the impact of adopting this new accounting guidance on its financial statements.

 

In May, 2016, the FASB issued ASU No. 2016-10, Revenue with Contracts with Customers: Narrow-scope Improvements and Practical Expedients, which is an amendment to ASU No. 2014-09 that clarifies the objective of the collectability criterion, to allow entities to exclude amounts collected from customers from all sales taxes from the transaction price, to specify the measurement date for noncash consideration at contract inception, variable consideration guidance applies only to variability resulting from reasons other than the form of the consideration, and clarification on contract modifications at transition. The implementation guidelines follow ASU No. 2014-09.

 

In April, 2016, the FASB issued ASU No. 2016-10, Revenue with Contracts with Customers: Identifying Performance Obligations and Licensing, which is an amendment to ASU No. 2014-09 that clarifies the aspects of identifying performance obligations and the licensing implementing guidance, while retaining the related principles within those areas. The implementation guidelines follow ASU No. 2014-09.

 

In March, 2016, the FASB issued ASU No. 2016-08, Revenue with Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus net), which is an amendment to ASU No. 2014-09 that improved the operability and understandability of implementation guidance versus agent considerations by clarifying the determination of principal versus agent. The implementation guidelines follow ASU No. 2014-09.

 

 

Taxus Pharmaceuticals Holdings, Inc.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2017 and 2016

 

4.	PROPERTY AND EQUIPMENT

 

Property and equipment is as follows:

 

			December 31, 2017				June 30, 2017
	Furniture and fixture		$	2,500			$	2,500
	Less: accumulated depreciation			(2,500	)			(2,500	)
			$	-			$	-

  

There was no depreciation expense charged to operations for the three and six months ended December 31, 2017 and 2016.

 

5.	ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consist of the following:

 

			December 31, 2017				June 30, 2017
	Professional fees		$	18,851			$	35,851
	Rent			27,464				25,964
	Other			700				700
			$	47,015			$	62,515

 

 

Taxus Pharmaceuticals Holdings, Inc.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2017 and 2016

 

6.	INCOME TAXES

 

The provision (benefit) for income taxes consisted of the following:

 

			For The Three Months Ended December 31,								For The Six Months Ended December 31,
			2017				2016				2017				2016
	Current		$	-			$	-			$	-			$	-
	Deferred			(2,547	)			(5,166	)			(5,946	)			(21,608	)
	Change in valuation allowance			2,547				5,166				5,946				21,608
	Income tax provision (benefit)		$	-			$	-			$	-			$	-

  

The following table reconciles the effective income tax rates with the statutory rates for the period ended December 31:

 

			2017				2016
	U.S. federal statutory rate			21.0	%			34.0	%
	State and local taxes- net of federal benefit			11.7				8.0
	Change in valuation allowance			(32.7	)			(42.0	)
	Effective income tax rate			-	%			-	%

 

Deferred tax assets (liabilities) are comprised of the following:

 

			December 31, 2017				June 30, 2017
	Deferred tax assets		$	234,878			$	307,726
	Less: valuation allowance			(234,878	)			(307,726	)
	Net deferred tax assets		$	-			$	-

 

 

Taxus Pharmaceuticals Holdings, Inc.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2017 and 2016

 

6.	INCOME TAXES (CONTINUED)

 

At December 31, 2017, the Company had approximately $718,895 of Federal net operating carryforward losses that may be available to offset future taxable income. The net operating loss carryforwards, if not utilized, will expire through 2037. The amount and availability of prior net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code.

 

On December 22, 2017, the “Tax Cuts and Jobs Act” (“The Act”) was enacted. Under the provisions of the Act, the U.S. corporate tax rate decreased from 34% to 21% beginning in 2018. Accordingly, we have remeasured our deferred tax assets as of December 31, 2017. However, this remeasurement has no effect on the Company’s income tax expense as the Company has provided 100% valuation allowance on its deferred tax assets.

  

The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Management believes that it is more likely than not that future benefits of the deferred tax asset will not be realized principally due to its continuing operating losses and has therefore established a full valuation allowance.

 

7.	GOING CONCERN

 

The Company continues to incur net losses from its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

While management is attempting to execute its strategy, the Company does not have the cash to support the Company’s daily operations and requires significant additional capital contributions from one of its major shareholders. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to obtain debt or equity financing, further implement its business plan and to eventually generate sufficient revenues to meet its obligations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

During the next 12 months, the Company plans to:

 

(1) Raise additional funds through equity financing.

 

(2) Renovate the store space to enhance its appearance and attractiveness to customers.

 

(3) Hire a professional store manager to improve store operations.

 

(4) Obtain market research to improve product offerings that meet consumer demand.

 

(5) Create a marketing program to drive and increase traffic to the store.

 

8.	SUBSEQUENT EVENTS

 

The Company’s management has performed subsequent events procedures through April 10, 2018, which is the date the financial statements were available to be issued. There were no subsequent events requiring adjustment to the financial statements or disclosures as stated herein.

 

  

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

 

FORWARD LOOKING STATEMENTS

 

Certain statements in this report, including statements of our expectations, intentions, plans and beliefs, including those contained in or implied by “Management’s Discussion and Analysis” and the Notes to Financial Statements, are “forward-looking statements”, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to certain events, risks and uncertainties that may be outside our control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “will”, and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. These forward-looking statements include statements of management’s plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, our capital budget and future capital requirements, the availability of funds and our ability to meet future capital needs, the realization of our deferred tax assets, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward-looking statements.

 

GENERAL DESCRIPTION OF BUSINESS

 

Overview

 

The Company was formed under the name of ‘Little Neck Health Connection Inc” in the state of New York on January 2, 2002. The Company had an operating a retail store, located in Little Neck, New York, selling dietary supplement products such as vitamins, minerals, calcium, fibers, and proteins, etc. However, the store is currently closed.

 

On September 22, 2014, the Company filed an amendment to its Certificate of Incorporation to change its name to Taxus Pharmaceuticals Holdings, Inc. and increase the number of authorized shares to 1,500,000,000, with par value $0.00001 per share. The Company issued 81,500,000 shares at $0.001 per share during the year ended June 30, 2015.

 

The Company filed a registration statement on form S-1 with the Securities and Exchange Commission for the registration and resale of 1,500,000 shares at $0.10 per share. The proceeds from the sale of these shares will go to the selling shareholders. The Company will receive no proceeds.

  

Plan of Operation

 

The Company is currently in the process of researching different product lines with varies vendors in China. Once the company determines the products that it believes will be well received by the market, it plans to update and reopen its store in Little Neck, New York. Should the new products be well received, the Company will consider opening other locations.

 

In order to open new stores, the Company needs to find new locations appropriate for products, negotiate leases with the potential landlords, hire additional managers to operate the new stores, and purchase more merchandise for the new stores’ inventory. The Company has not been able to develop a time frame on when it will recommence operations. Besides, the Company has not made any plans to raise the funds necessary to restart the operations. Therefore, there is the possibility that the Company may not be able to restart open any new stores or at all if the Company cannot find the suitable new locations and cannot raise the necessary funds for the business expansion.

 

Critical Accounting Policies and Estimates

 

Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

 

Use of Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Revenue Recognition

 

The Company’s revenues were primarily derived from the sales of vitamins, minerals, herbs, supplements, sports nutrition items and other health and wellness products. Revenue recognition policies comply with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition, when persuasive evidence of an arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonable assured.

 

 

Income Taxes

 

At December 31, 2017, the Company had approximately $718,895 of Federal net operating carryforward losses that may be available to offset future taxable income. The net operating loss carryforwards, if not utilized, will expire through 2037. The amount and availability of prior net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code.

 

Thus, there is no provision or liability for Federal or state income taxes reflected in the accompanying financial statements. The Company’s 2016, 2015 and 2014 tax years are open and subject to examination by the taxing authorities.

 

The Company follows the provisions of Financial Accounting Standards Board Accounting Standards Codification (the “FASB ASC”) 740-10-25, “Accounting for Uncertainty in Income Taxes.” Under FASB ASC 740-10-25, an organization must recognize the tax benefits associated with tax positions taken for tax return purposes when it is more likely than not that the position will be sustained. The Company does not believe there are any material uncertain tax positions and, accordingly, it did not recognize any liability for unrecognized tax benefits.

 

Inventory

 

Inventories are stated at the lower of cost or market using a weighted average method which approximates first-in, first-out (“FIFO”). The Company marks down its inventory for estimated unmarketable inventory equal to the difference between the cost of the inventory and the estimated net realizable value based on assumptions about the age of the inventory, future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory markdowns may be required. There was no inventory as of December 31, 2017 and June 30, 2017, and there were no inventory markdowns for the three and six months ended December 31, 2017 and 2016.

 

Results of Operations

 

Results of Operations for the Three And Six Months Ended December 31, 2017 and 2016

 

The following table sets forth information from our statements of operations for the three and six months ended December 31, 2017 and 2016:

 

		Three Months Ended  December 31,								Six Months Ended December 31,
		2017				2016				2017				2016
Revenues		$	-			$	363			$	500			$	5,851
Cost of revenues			-				272				-				4,389
Gross profit			-				91				500				1,462
Operating expenses:
Selling, general and administration expenses			4,000				12,392				16,020				52,909
Net (loss)		$	(4,000	)		$	(12,301	)		$	(15,520	)		$	(51,447	)
(Loss) per common share, basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding, Basic and diluted			81,500,200				81,500,200				81,500,200				81,500,200

 

Revenues

 

During the three months ended December 31, 2017 we generated $0 of revenues, a decrease compared to revenues of $363 during the three months ended December 31, 2016. Such decrease was mainly due to the close of the store.

 

During the six months ended December 31, 2017 we generated $500 of revenues, a decrease compared to revenues of $5,851 during the six months ended December 31, 2016. Such decrease was mainly due to the close of the store

 

Cost of Revenues

 

Our cost of revenues during the three months ended December 31, 2017 was $0, a decrease compared to $272 for the three months ended December 31, 2016. Such decrease was mainly due to the close of the store.

 

Our cost of revenues during the six months ended December 31, 2017 was $0, a decrease compared to $4,389for the six months ended December 31, 2016. Such decrease was mainly due to the close of the store.

 

 

Gross Profit

 

As a result of the foregoing, our gross profit decreased to $0 for the three months ended December 31, 2017 from $91 for the three months ended December 31, 2016. The decrease in gross profit was mainly due to the decrease in sales of dietary supplement products.

 

As a result of the foregoing, our gross profit decreased to $500 for the six months ended December 31, 2017 from $1,462 for the six months ended December 31, 2016. The decrease in gross profit was mainly due to the decrease in sales of dietary supplement products.

 

Selling, General and Administrative Expenses

 

During the three months ended December 31, 2017 our total selling, general and administrative expenses were reduced to $4,000 as compared to $12,392 for the three months ended December 31, 2016 due to cost-savings strategy.

 

During the six months ended December 31, 2017 our total selling, general and administrative expenses were reduced to $16,020 as compared to $52,909 for the six months ended December 31, 2016 due to cost-savings strategy.

 

Net Loss

 

We had a net loss of $4,000 for the three months ended December 31, 2017, a decrease from a net loss of $12,301 for the three months ended December 31, 2016. The decrease in net loss is mainly due to the decrease of our operating expenses.

 

We had a net loss of $16,020 for the six months ended December 31, 2017, a decrease from a net loss of $51,447 for the six months ended December 31, 2016. The decrease in net loss is mainly due to the decrease of our operating expenses.

  

Liquidity and Capital Resources

 

The following table sets forth a summary of our cash flows for the periods indicated:

 

		Six Months Ended December 31
		2017				2016
Cash flows from operating activities:
Net cash (used in) operating activities			(28,020	)			(22,966	)
Cash flows from financing activities:
Capital contribution from shareholder			28,000				-
Net cash provided by financing activities			28,000				-
Net change in cash			(20	)			(22,966	)
Cash, beginning of the year			5,856				29,310
Cash, end of the year		$	5,836			$	6,344

 

During the six months ended December 31, 2017, we used net cash of $28,020 in operating activities, compared to the net cash of $22,966 used in operating activities during the six months ended December 31, 2016. The increase in net cash used in the operating activities was mainly due to our net loss of $15,520 and our payment of accounts payable

 

Our net cash from financing activities increased by $28,000 due to an additional capital contribution by a major shareholder. .

 

Our net cash decreased by $20 during the six months ended December 31, 2017, compared to net cash decrease of $22,966 during the three months ended December 31, 2016.

 

Due to the Company’s current cash position and no continuing operations, substantial doubt exists regarding the Company’s ability to continue as a going concern. The continuation of the Company is dependent on recommencing operation that can generate adequate cash flow. Until such time, our operations will be significantly limited and reliant on advances from our major shareholder if necessary.

 

 

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required for Smaller Reporting Company.

 

ITEM 4 - CONTROLS AND PROCEDURES

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based on the evaluation performed, our management concluded that during the period covered by this report, our internal controls over financial reporting were not effective based on those criteria and due to the deficiency described below.

 

During the three months ended December 31, 2017, our management identified a material weakness in our controls and procedures regarding our failure to timely prevent loan transactions made to related parties in violation of Section 402 of the Sarbanes-Oxley Act of 2002 (“Section 402”).

 

Evaluation of Disclosure Controls and Procedures

 

Our Chief Executive Officer and Chief Financial Officer (the principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of December 31, 2017, that the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) were not effective to ensure that information required to be disclosed in the reports filed or submitted by us under the Exchange Act is accumulated, recorded, processed, summarized and reported to the management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding whether or not disclosure is required due to the deficiency described above.

 

Changes in internal control over financial reporting

 

During the quarter ended December 31, 2017, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. However, our management is currently seeking resolutions to improve our controls and procedures in an effort to remediate the deficiency described above.

 

 

PART II - OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS

 

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, and affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

 

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

 

None

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None.

 

ITEM 5.  OTHER INFORMATION

 

None.

 

ITEM 6 – EXHIBITS

 

31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
32.1	Certification of the Company’s Chief Executive Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following materials from our Quarterly Report on Form 10-Q for the quarter ended December 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) Notes to Financial Statements.

 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Taxus Pharmaceuticals Holdings, Inc (Registrant)
April 17, 2018	/s/ Jiayue Zhang
	Jiayue Zhang
	Chief Executive Officer, Chief Financial Officer
	(Principal Executive Officer and Principal Accounting Officer)

 

 

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