U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 November 30, 2018

 

OR

 

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

 

For the transition period from ________ to ________

 

Commission file number: 333-205121

 

SAVDEN GROUP CORP.

(Exact name of registrant as specified in its charter)

 

Nevada		61-1748334
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

1005. 10th Floor, Tower A, New Mandarin Plaza

Tsimshatsui, Kowloon, Hong Kong 

(Address of principal executive offices)

 

+852-9374-4584

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name and former address, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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, a smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

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 ☐.

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐  No ☐ 

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 629,000,000 shares of common stock outstanding as of November 30, 2018.

 

 

 

SAVDEN GROUP CORP.

 

- INDEX -

 

		Page
PART I – FINANCIAL INFORMATION:
Item 1.	Financial Statements:	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II – OTHER INFORMATION:
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures.	15
Item 5.	Other Information	15
Item 6.	Exhibits	15
Signatures		16

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.  Financial Statements.

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on September 25, 2018. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending May 31, 2019.

 

SAVDEN GROUP CORP.

 

INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

November 30, 2018

 

TABLE OF CONTENTS

 

	Page
Unaudited Condensed Balance Sheets	2
Unaudited Condensed Statements of Operations	3
Unaudited Statements of Stockholders’ Equity
Unaudited Condensed Statements of Cash Flows	4
Notes to the Unaudited Condensed Financial Statements	5

 

 

SAVDEN GROUP CORP.

 

CONDENSED BALANCE SHEETS

(Stated in US Dollars except Number of Shares)

 

		November 30, 2018				May 31, 2018
		(Unaudited)
ASSETS
TOTAL ASSETS		$	-			$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accrued expense		$	9,581			$	22,441
Due to shareholder			105,728				75,787
TOTAL LIABILITIES			115,309				98,228
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, 1,000,000,000 shares authorized; $0.001 par value; 629,000,000 and 0 shares issued and outstanding at November 30, 2018 and May 31, 2018, respectively.			629,000				629,000
Additional paid-in capital			(598,200	)			(598,200	)
Accumulated deficits			(146,109	)			(129,028	)
Total stockholders’ deficit			(115,309	)			(98,228	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	-			$	-

 

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

 

 

SAVDEN GROUP CORP.

 

CONDENSED STATEMENTS OF OPERATIONS

(Stated in US Dollars except Number of Shares)

(Unaudited)

 

		For the three months ended November 30,				For the three months ended November 30,				For the six months ended November 30,				For the six months ended November 30,
		2018				2017				2018				2017
Revenue		$	-			$	-			$	-			$	-
Cost of revenue			-				-				-				-
Gross profit			-				-				-				-
Operating expenses:
General and administrative expenses			9,781				8,051				17,081				13,951
Total Expenses			9,781				8,051				17,081				13,951
Loss from operations			(9,781	)			(8,051	)			(17,081	)			(13,951	)
Other income (expense):
Interest expense			-				-				-				-
Other income			-				-				-				-
Total other income			-				-				-				-
Loss before provision for income taxes			(9,781	)			(8,051	)			(17,081	)			(13,951	)
Provision for income taxes			-				-				-				-
Net loss		$	(9,781	)		$	(8,051	)		$	(17,081	)		$	(13,951	)
Net loss per share:
Basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding –basic and diluted			629,000,000				629,000,000				629,000,000				629,000,000

 

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

 

 

SAVDEN GROUP CORP.

 

CONDENSED STATEMENTS OF CASH FLOW

(Stated in US Dollars)

(Unaudited)

 

		For the six months				For the six months
		ended November 30,				ended November 30,
		2018				2017
Cash flows from operating activities:
Net Loss		$	(17,081	)		$	(13,951	)
Adjustments to reconcile net income to net cash provided by operating activities:
Prepaid expense			-				-
Accrued expense			(12,860	)			(5,866	)
Net cash used in operating activities			(29,941	)			(19,817	)
Cash flows from investing activities:
Net cash used in investing activities			-				-
Cash flows from financing activities:
Due to shareholder			29,941				19,817
Net cash provided by financing activities			29,941				19,817
Net (decrease) increase in cash and cash equivalents			-				-
Cash and cash equivalents, beginning balance			-				-
Cash and cash equivalents, ending balance		$	-				-

 

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

 

 

SAVDEN GROUP CORP.

 

Notes to the Condensed Financial Statements

November 30, 2018

(Unaudited)

 

NOTE 1 - ORGANIZATION, CHANGE IN CONTROL AND DESCRIPTION OF BUSINESS

 

Savden Group Corp. (“we,” “us,” “our,” the “Company” or the “Registrant”) was incorporated in the State of Nevada on October 2, 2014 and our principal executive offices are located at Room 1005, 10th Floor, Tower A, New Mandarin Plaza, Tsimshatsui, Kowloon, Hong Kong. The Company was formed to engage in the business of providing a business planning service to small and medium-sized companies.

 

The Company filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) on June 19, 2015, which was declared effective on October 22, 2015. In April 2016, a change of control occurred as reported in the Form 8-K filed with the SEC on May 11, 2016. In May 2016, new management of the Company abandoned the Company’s previous business plan and determined to seek a possible business combination. The current business purpose of the Company is to seek the acquisition of, or merger with, an existing company.

 

On May 16, 2016, DONG Yingzhi (“Purchaser” or “DONG”) acquired 100% of the equity ownership of Sino Expertise Limited (“SEL”) from a third party (“Seller”). Seller had purchased 100% of the ownership of SEL from Kimberly Leung (“Leung”) on May 12, 2016. DONG used his personal funds for the purchase. Leung had caused the 500,000,000 shares (on a post-split basis) of the Company, that she acquired from Denis Savinskii on April 20, 2016, to be registered in the name of SEL. As a result of the sale of 100% of the equity ownership of SEL to Purchaser, Purchaser may be deemed to be the beneficial owner of the 500,000,000 shares (on a post-split basis) (“Shares”) of the Company held by SEL, which constitutes approximately 79.5% of the total issued and outstanding shares of the Company’s common stock. The Company effected a forward split of 100:1 of its shares that was effective on August 26, 2016.

 

As a result of the change in control and upon the request of DONG, CHAN Wai Lun, the sole officer and director of the Company, resigned from his positions as President, Secretary, Treasurer and Chief Financial Officer also resigned from his position as the sole director of the Company effective at 12:00 AM (China time) on September 1, 2016. In his capacity as a director, Mr. CHAN elected DONG to the Board of Directors prior to the effective time of his resignation and elected DONG as the Company’s President and Chief Executive Officer, Secretary, Chief Financial Officer and Treasurer to take effect immediately following his resignation as an officer of the Company.

 

The Company is currently considered a “shell company” pursuant to SEC Rule 12b-2 adopted under the Exchange Act, because it has no or nominal assets (other than cash) and no or nominal operations. Management has undertaken steps to have the Company’s common stock traded on the OTC market. The market is illiquid, there has been no trading of any significance and there can be no assurance that a trading market of any significance will develop or that there will be any depth to any such market that may develop. Management does not intend to undertake any significant efforts to cause a market to develop in our securities until we have successfully concluded a business combination. The Company is subject to the periodic reporting requirements of the Exchange Act under Section 15(d) as a result of its registration statement on Form S-1 being declared effective by the SEC, and intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

 

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is May 31. 

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended May 31, 2018. 

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

 

Cash and cash equivalents

 

The Company considers highly liquid financial instruments purchased with a maturity of six months or less to be cash equivalents.

 

Earnings per Share

 

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period.  Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

 

Commitments and Contingencies

 

The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies at November 30, 2018 and May 31, 2018. 

 

Prepaid Expenses

 

Prepaid expenses are cash paid amounts that represent costs incurred from which a service or benefit is expected to be derived in the future. The future write-off period of the incurred cost will normally be determined by the period of benefit covered by the prepayment. When the period arrives to which a prepaid cost relates the costs will be treated as a period cost for the period in question. Normally such prepaid costs will be amortized based on the elapse of time.

 

 

Revenue Recognition

 

The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” (“ASC-605”). ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

 

Fair value of financial instruments

 

The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements” (“ASC 820”) for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements.  ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.   

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. 

 

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

	●	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
	●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of November 30, 2018. 

 

Stock-based compensation

 

The Company recognizes stock-based compensation in accordance with ASC Topic 718 “Stock Compensation,” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

 

 

Recently Issued Accounting Principles 

 

Adoption of ASC Topic 606, “Revenue from Contracts with Customers”

 

Revenue recognition

 

In May 2014, the FASB issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”). This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to correlate with the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB voted to defer the effective date of ASU 2014-09 by one year, while allowing a company to adopt the new revenue standard early but not before the original effective date. As such, the updated standard will be effective for the Company in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. The Company has evaluated the effect on the Company’s consolidated financial statements and related disclosures and concluded that the adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements. The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

 

Accounting Pronouncements Issued But Not Yet Adopted

 

Codification Improvements

 

On July 2018, the FASB issued ASU No. 2018-09, Codification Improvements. This amendment makes changes to a variety of topics to clarify, correct errors in, or make minor improvements to the Accounting Standards Codification. The majority of the amendments in ASU 2018-09 are effective for periods beginning after December 15, 2018. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements. 

 

Leases

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-2”), which provides guidance on lease amendments to the FASB Accounting Standard Codification. This ASU will be effective for us beginning in May 1, 2019. The Company is currently in the process of evaluating the impact of the adoption of ASU 2016-2 on the Company’s consolidated financial statements. 

 

Financial Instruments - Credit Losses

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326)”(“ASU 2016-13”). The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is allowed as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is still evaluating the effect that this guidance will have on the Company’s consolidated financial statements and related disclosures.

 

Except for the ASUs above, the FASB has issued through ASU 2018-15, which are not expected to have a material impact on the consolidated financial statements upon adoption.

 

NOTE 3 – GOING CONCERN

 

The Company’s financial statements as of November 30, 2018 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred a cumulative net loss of $146,109 and cash used in operating activities of $29,941 for the six months ended at November 30, 2018. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

 

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 4 – RELATED PARTIES TRANSACTION

 

 In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  

 

As of November 30, 2018, and May 31, 2018, the amount due to shareholder was $105,728 and $75,787, respectively. The amount due to shareholder is non-interest bearing, due upon demand and unsecured.

 

NOTE 5 – EQUITY

 

On June 6, 2015, 5,000,000 (500,000,000 on a post-split basis) common shares at a price of $0.001 per share for total net proceeds of $5,000 were issued to the Company’s sole officer and director.

 

During the period from January 2015 to April 2016, the Company issued 1,290,000 (129,000,000) shares at a price of $0.02 for total proceeds of $25,800.

 

On May 20, 2016, the Board of Directors of the Company approved resolutions to: (i) increase the authorized number of shares of common stock from 75,000,000 shares of $0.001 par value common stock to 1,000,000,000 shares of $0.001 par value common stock (“Increase in Authorized”), and (ii) effect a 100:1 forward split of the Company’s authorized, issued and outstanding shares of common stock at the later of such time as the directors should determine to make it effective or one day after the Amendment to increase the number of the Company’s authorized shares is filed with the Nevada Secretary of State (“Forward Stock Split”). The Increase in Authorized and the Forward Stock Split shall be sometimes referred to collectively as the “Amendments”. On that same date, shareholders of the Company holding 79% of the Company’s issued and outstanding shares of common stock signed consent resolutions approving the Amendments.

 

On June 24, 2016, the Company filed an amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State to increase the authorized shares of the Company’s common stock. On June 24, 2016, the Company filed a Certificate of Change with the Nevada Secretary of State to provide notice of the 100:1 forward split of the Company’s common stock. The Forward Stock Split became effective on August 10, 2016. As a result of the Forward Stock Split, the number of the Company’s issued and outstanding shares of common stock was increased from 6,290,000 to 629,000,000.

 

NOTE 6 – INCOME TAX

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. There are no material uncertain tax positions for any of the reporting periods presented.

 

As of November 30, 2018, the Company in the United States had $146,109 in net operating loss carry forwards available to offset future taxable income. Federal net operating losses can generally be carried forward twenty years. The Company believes that it is more likely than not that these net accumulated operating losses will not be utilized in the future. Therefore, the Company has provided full valuation allowance for the deferred tax assets arising from the losses at US. Accordingly, the Company has no net deferred tax assets under the US entity.

 

NOTE 7 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date these financial statements were available to be issued, and based on their evaluation no events have occurred that would require disclosure. 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward Looking Statement Notice

 

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of SavDen Group Corp. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving its ability to identify a target candidate, to negotiate the terms of the acquisition of the target candidate and then to consummate the acquisition. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

 

Description of Business

 

The Company intends to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next twelve months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business or industry and, thus, may acquire any type of business. Although management has not restricted the geographical location of the target companies to China, management believes that it is probable that the targets evaluated will be based in China or Asia.

 

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

 

(i)

filing periodic reports under the Securities Exchange Act of 1934, as amended, and

 

(ii)

investigating, analyzing and consummating an acquisition.

 

We believe we will be able to meet these costs through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.  There are no assurances that the Company will be able to secure any additional funding as needed. Currently, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.  Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however, there is no assurance of additional funding being available.

 

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service or is an established business which may be experiencing financial or operating difficulties and needs additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense and loss of voting control which may occur in a public offering. 

 

Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

 

The Company anticipates that the selection of a business combination will be complex and extremely risky.  Through information obtained from industry publications and professionals, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.  We do not currently intend to retain any entity to act as a “finder” to identify and analyse the merits of potential target businesses.

 

 

Results of Operations

 

We have not generated any revenue to date and have incurred recurring losses since inception. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance.  Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. It is management’s assertion that these circumstances may hinder the Company’s ability to continue as a going concern.  The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates. 

 

The following table provides selected financial data about our company for the period ended November 30, 2018 and the year ended May 31, 2018:

 

Balance Sheet Date		November 30, 2018				May 31, 2018
Cash		$	-			$	-
Total Assets		$	-			$	-
Total Liabilities		$	115,309			$	98,228
Stockholders’ Equity (Deficit)		$	(115,309	)		$	(98,228	)

 

For the six months ended November 30, 2018 and 2017:

 

The Company did not generate any revenues during the six months ended November 30, 2018 and 2017.

 

During the six months ended November 30, 2018, we incurred general and administrative expenses of $17,081 compared to $13,951 incurred during the six months ended November 30, 2017. The increase in operating expenses was primarily due to the increase in need for professional services during the period ended November 30, 2018.

 

For the six months ended November 30, 2018, the Company had a net loss of $17,081, as compared to a net loss of $13,951 for the period ended November 30, 2017.

 

For the three months ended November 30, 2018 and 2017:

 

The Company did not generate any revenues during the three months ended November 30, 2018 and 2017.

 

During the three months ended November 30, 2018, we incurred general and administrative expenses of $9,781 compared to $8,051 incurred during the three months ended November 30, 2017. The increase in operating expenses was primarily due to the increased need for professional services during the period ended November 30, 2018.

 

For the three months ended November 30, 2018, the Company had net loss of $9,781, as compared to a net loss of $8,051 for the period ended November 30, 2017. 

 

Liquidity and Capital Resources

 

As of November 30, 2018, the Company had total assets of $0. Total assets as of May 31, 2018 was $0. The Company’s liabilities as of November 30, 2018 were $115,309, which was comprised of accrued expenses and amounts due to shareholder.  This compares with total liabilities of $98,228 as of May 31, 2018, which was comprised of accrued expenses amounts due to shareholders. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

 

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the six months ended November 30, 2018 and 2017.

 

		Six Months Ended November 30, 2018				Six Months Ended November 30, 2017
Net Cash (Used in) Provided by Operating Activities		$	(29,941	)		$	(19,817	)
Net Cash (Used in) Investing Activities			-				-
Net Cash Provided by Financing Activities			29,941				19,817
Net decrease in cash and cash equivalents		$	-			$	-

 

 

The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the six months ended November 30, 2018, net cash flows used in operating activities were $29,941 consisting primarily of a net loss of $17,081 and decrease of accrued expenses of $12,860. Net cash flows used in operating activities was $19,817 for the six months ended November 30, 2017 consisting of a net loss of $13,851 and accrued expenses of $5,866.

 

Cash Flows from Investing Activities

 

We neither generated, nor used, funds in investing activities during the six months ended November 30, 2018.

 

Cash Flows from Financing Activities

 

We have financed our operations primarily from either advances from shareholders or the issuance of equity instruments. For the six months November 30, 2018 net cash provided by financing activities was $29,941 for the amount due to shareholder. For the six months November 30, 2017, net cash provided by financing activities was $19,817 from proceeds from the shareholder loans.

 

Going Concern Consideration

 

There is substantial doubt about our ability to continue as a going concern unless we are able to effect our business plan and raise funds necessary to continue operations. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. There can be no assurance that we will be able to continue as a going concern, and the financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. 

 

Off-Balance Sheet Arrangements

 

As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Contractual Obligations

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information. 

 

Critical Accounting Policies and Estimates

 

We prepare our condensed financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed financial statements.

 

 

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 4.  Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our then principal executive officer and principal financial officer, DONG Yingzhi, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of November 30, 2018. Based on this evaluation, Mr. DONG Yingzhi concluded that our disclosure controls and procedures were ineffective at such time to ensure that information required to be disclosed by us in the reports filed or submitted under the Exchange Act were recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our principal executive officer and principal financial officer also concluded that our disclosure controls, which are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, were inappropriate to allow timely decisions regarding required disclosure.

 

Based on Mr. Dong’s assessment, the Company determined that there were material weaknesses in its internal control over financial reporting as of November 30, 2018 based on the material weaknesses described below:

 

●

Because the Company consists of one person who acts as the sole officer and director of the Company, there are limited controls over information processing.

 

●

There is an inadequate segregation of duties consistent with control objectives as management is composed of only one person. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter after the Company completes a reverse merger or business combination to determine whether improvement in segregation of duty is feasible.

 

●

The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the Board oversight role within the financial reporting process.

 

●

There is a lack of formal policies and procedures necessary to adequately review significant accounting transactions.

 

The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

 

As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of November 30, 2018. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness; yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

 

 

In order to mitigate the foregoing material weakness, we have engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with U.S. GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity to U.S. GAAP. Management believes that this will lessen the possibility that a material misstatement of our annual or interim financial statements will occur and will increase the possibility that such a misstatement will be prevented or detected on a timely basis, and we will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.

 

We plan to rectify these deficiencies upon consummation of a business combination with an operating company when we expect to have sufficient resources so that a majority of the Board will consist of independent Board members and the number of personnel performing key functions in the Company can be increased so that duties can be better segregated. There can be no assurance that we will have sufficient resources to accomplish these goals.

  

Evaluation of Internal Controls and Procedures

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rule 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

 

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

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. 

 

Our management assessed the effectiveness of our internal control over financial reporting at November 30, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of November 30, 2018, our internal control over financial reporting was not effective.

 

Our sole officer and director considered our disclosure controls and procedures, and concluded that we have material weaknesses in our internal control over financial reporting because we do not have an independent Board of Directors or audit committee or adequate segregation of duties since there is a single officer and director. Further, we have no independent body to oversee our internal control over financial reporting. The lack of segregation of duties is due to the limited nature and resources of the Company.

 

Mr. DONG Yingzhi, our sole officer and director, considered our internal controls and procedures, in connection with this Report on Form 10-Q, and concluded that we continue to have material weaknesses in our internal control over financial reporting because we do not have an independent Board of Directors or audit committee or adequate segregation of duties since there is a single officer and director. Further, we have no independent body to oversee our internal control over financial reporting. The lack of segregation of duties is due to the limited nature and resources of the Company.

 

We plan to rectify these deficiencies upon consummation of a business combination with an operating company when we expect to have sufficient resources so that a majority of the Board will consist of independent Board members and the number of personnel performing key functions in the Company can be increased so that duties can be better segregated. There can be no assurance that we will have sufficient resources to accomplish these goals.

 

This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

 

PART II — OTHER INFORMATION

 

Item 1.  Legal Proceedings.

 

There are presently no material pending legal proceedings to which the Company, any of its subsidiaries, any executive officer or any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

Item 1A.  Risk Factors.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3.  Defaults Upon Senior Securities.

 

None.

 

Item 4.  Mine Safety Disclosures.

 

Not Applicable.

 

Item 5.  Other Information.

 

None.

 

Item 6.  Exhibits.

 

The following exhibits are included as part of this Report:

 

EXHIBIT NO.		DESCRIPTION
31.1		Certificate of Principal Executive Officer and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certificate of Principal Executive Officer and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: January 22, 2019	SAVDEN GROUP CORP.
	By:	/s/ DONG Yingzhi
	Name:	DONG Yingzhi
	Title:	Principal Executive Officer and Principal Financial Officer