The following management's discussion and analysis should be read in conjunction
with our financial statements and the notes thereto and the other financial
information appearing elsewhere in this report. Our financial statements are
prepared in U.S. dollars and in accordance with U.S. GAAP.
Special Note Regarding Forward Looking Statements
In addition to historical information, this report contains forward-looking
statements. We use words such as "believe," "expect," "anticipate," "project,"
"target," "plan," "optimistic," "intend," "aim," "will" or similar expressions
which are intended to identify forward-looking statements. Forward-looking
statements speak only as of the date they are made, are based on various
underlying assumptions and current expectations about the future. Accordingly,
such information should not be regarded as representations that the results or
conditions described in such statements or that our objectives and plans will be
achieved and we do not assume any responsibility for the accuracy or
completeness of any of these forward-looking statements. You are cautioned that
any such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, as well as assumptions, which, if they were to
ever materialize or prove incorrect, could cause our results to differ
materially from those expressed or implied by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made
by us in this report and our other filings with the SEC. These reports attempt
to advise interested parties of the risks and factors that may affect our
business, financial condition and results of operations and prospects. The
forward-looking statements made in this report speak only as of the date hereof
and we disclaim any obligation, except as required by law, to provide updates,
revisions or amendments to any forward-looking statements to reflect changes in
our expectations or future events.
Overview
We were incorporated on August 21, 2015 under the laws of the state of Nevada.
We originally intended to operate in the business web development and online
advertising. We set up a web-platform allowing web designers to place and
promote their portfolio and a description of their professional competences and
services. These portfolios could be presented on our web platform in the form of
landing pages with any interface and programming code. However, we have only
conducted limited operations and generated limited operating revenues since
inception. On July 9, 2018, as a result of a private transaction, 9,000,000
shares of common stock of the Company, representing 78.9% of the issued and
outstanding share capital of the Company on a fully-diluted basis, were
transferred from the Company's former sole officer and director, Dmitrii
Iaroshenko to certain individual purchasers for an aggregate purchase price of
$424,000. In this transaction, our current sole officer and director, Mr. Dehang
Zhou acquired 4,950,000 shares of common stock and became our largest
shareholder by owning 43.4% of the issued and outstanding share capital of the
Company on a fully-diluted basis. Such private transaction resulted in a change
in control of the Company.
As a result of this transaction, Dmitrii Iaroshenko ceased to be the Company's
President, Treasurer, Secretary and Director. At the same time, Mr. Dehang Zhou
became our new President, CEO, CFO, Treasurer, Secretary and Chairman of the
Board of Directors.
On November 1, 2018, the Company increased its authorized shares to
2,980,000,000 shares of Common Stock with $0.001 per share and 20,000,000 shares
of Preferred Stock having a par value of $0.001 per share.
We qualify as a "shell company" under Rule 12b-2 promulgated by the U.S.
Securities and Exchange Commission (the "SEC") under the Exchange Act because we
currently have no or nominal assets (other than cash) and no or nominal
operations.
On April 30, 2021, the board of directors (the "Board") the Company appointed
Mr. Wah Leung as the Chairman of the Board, Chief Executive Officer, Chief
Financial officer, President, Treasurer and Secretary of the Company. The
Company and Mr. Leung have not entered into any arrangement regarding the
payment of compensation for acting as an officer of the Company.
12
Bylog Alliance Group Limited was incorporated on August 2, 2021 in Hong Kong
with limited liabilities. It is a wholly owned subsidiary of the Company. Its
main business includes but not limited to forming alliances with associated
corporations to operate integrated online, office and integrated life department
merchandise, advertising and marketing business. To date, Bylog Allicance Group
Limited has not earned any income.
We incurred a net loss of $57,590 for the six months ended September 30, 2021.
As of September 30, 2021, we had an accumulated deficit of $348,921. Losses have
principally occurred as a result of the lack of a source of recurring revenues
and the resources required to maintain our status as a US public company. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern.
Results of Operations
Comparison of Three Months Ended September 30, 2021 and 2020
Revenues
We did not generate any revenues for the three months ended September 30, 2021
and 2020.
Operating Expenses
During the three months ended September 30, 2021, we have incurred $28,037
general and administrative expenses compared to $13,972 during the three months
ended September 30, 2020. The general and administrative expenses mainly
consisted of professional fees and value management and maintenance fee. Value
management services were to build up company reputation for the purpose of
effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses. The
increase in general and administrative expenses was mainly because we did not
incurred any value management and maintenance fees during the three months ended
September 30, 2020.
Net Income
Our net loss for the three months ended September 30, 2021 was $28,037 compared
to a net loss of $13,972 during the three months ended September 30, 2020.
Comparison of Six Months Ended September 30, 2021 and 2020
Revenues
We did not generate any revenues for the six months ended September 30, 2021 and
2020.
Operating Expenses
During the six months ended September 30, 2021, we have incurred $57,590 general
and administrative expenses compared to $21,221 during the six months ended
September 30, 2020. The general and administrative expenses mainly consisted of
professional fees and value management and maintenance fee. Value management
services were to build up company reputation for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses. The
increase in general and administrative expenses was mainly because we did not
incurred any value management and maintenance fees during the six months ended
September 30, 2020.
Net Income
Our net loss for the six months ended September 30, 2021 was $57,590 compared to
a net loss of $21,221 for the six months ended September 30, 2020.
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Liquidity and Capital Resources
Working capital September 30, 2021 March 31, 2021
Total current assets $ - $ 832
Total current liabilities 315,871 259,113
Working capital surplus/(deficit) $ (315,871 ) $ (258,281 )
Total deficit for the six-month period ended September 30, 2020 and the year
ended March 31, 2020 was $315,871 and $258,281, respectively. To date, we have
financed our operations primarily from either advancements or the issuance of
equity and debt instruments from related parties.
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next three
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) developmental expenses associated with
a start-up business and (ii) marketing expenses. We intend to finance these
expenses with further issuances of securities, and debt issuances. Thereafter,
we expect we will need to raise additional capital and generate revenues to meet
long-term operating requirements. Additional issuances of equity or convertible
debt securities will result in dilution to our current shareholders. Further,
such securities might have rights, preferences or privileges senior to our
common stock. Additional financing may not be available upon acceptable terms,
or at all. If adequate funds are not available or are not available on
acceptable terms, we may not be able to take advantage of prospective new
business endeavors or opportunities, which could significantly and materially
restrict our business operations.
Six Months Ended September 30,
2021 2020
Net cash provided by (used in) operating activities $ (64,607 ) $ -
Net cash provided by (used in) investing activities - -
Net cash provided by financing activities 64,607 -
Net increase (decrease) in cash and cash equivalents - -
Cash and cash equivalents at the beginning of period - -
Cash and cash equivalents at the end of period $ - $ -
Operating Activities
For the six months ended September, 30, 2021, net cash used in operating
activities was $64,607 consisting of a net loss of $57,590, a decrease of
prepaid expenses of $833 and a decrease in accounts payable and accrued expenses
of $7,850. For the six months ended September 30, 2020, net cash used in
operating activities was $nil consisting of a net loss of $21,221 and an
increase in accrued expenses of $21,221.
Investing Activities
Net cash used in or provided by investing activities for the six months ended
September 30, 2021 and 2020 was $nil.
Financing Activities
Net cash provided by financing activities for the six months ended September 30,
2021, consisting solely of an increase in related party payable, compared to
$nil for the six months ended September 30, 2020.
14
Off-Balance Sheet Transactions
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our 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, the Company is not required to provide this
information.
Critical Accounting Policies
Our financial information has been prepared in accordance with U.S. GAAP, which
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues, costs and expenses, and related disclosures. On
an on-going basis, we evaluate our estimates based on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. Since the use of estimates is an integral component
of the financial reporting process, our actual results could differ from those
estimates. Some of our accounting policies require a higher degree of judgment
than others in their application.
Except for the accounting policies for revenue recognition that were updated as
a result of adopting ASC 606, there have been no material changes to the
critical accounting policies previously disclosed in our audited financial
statements for the year ended March 31, 2021 included in the Annual Report on
Form 10-K.
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