The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") is intended to help the reader understand CAT9
Group, Inc., our operations and our present business environment. MD&A is
provided as a supplement to-and should be read in conjunction with-our
consolidated financial statements and the accompanying notes included in this
Quarterly Report on Form 10-Q. The audited financial statements for our fiscal
year ended December 31, 2019 filed with the Securities Exchange Commission on
Form 10-K on April 27, 2020 and Form 10-K/A May 11, 2020 should be read in
conjunction with the discussion below. This discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results may
differ materially from those anticipated in these forward-looking statements. In
the opinion of management, all material adjustments necessary to present fairly
the results of operations for such periods have been included in these unaudited
financial statements.
We were incorporated in the State of Delaware on January 26, 2015 and on
February 6, 2015 as ANDES 4, Inc.; we filed our registration statement on Form
10 to register with the U.S Securities and Exchange Commission (the "SEC") as a
public company. We were organized as a vehicle to explore and acquire a target
company or business that sought to find value with perceived advantages of being
a publicly held corporation.
On July 31, 2015, the sole officer of ANDES 4, Inc., entered into a Share
Purchase Agreement ("SPA") with Chongqing Field Industrial Company Ltd ("CQFI")
whereby the sole officer then resigned and sold his entire position on August
12, 2015. On May 2, 2016, the Company issued 6,000,000 shares of common stock to
its President, CEO and Chairman, Wenfa "Simon" Sun and 4,000,000 shares of
common stock to its CFO, Meihong "Sanya" Qian via employment agreements,
further, on May 3, 2016, CQFI consented to a redemption of its 10,000,000 shares
held in the Company, with the redemption, the control over the Company was
transferred to Wenfa "Simon" Sun and Meihong "Sanya" Qian.
On December 27, 2016, the Company entered into a merger agreement (the "Merger")
via CAT9 Group, Inc., CAT9 Holdings, a company organized under the laws of the
Cayman Islands, CAT9 Investment China Limited, a company organized under the
laws of Hong Kong ("CAT9 HK") and its wholly-owned subsidiary, Chongqing Field
Industrial Company Ltd. ("CQFI").
On December 26, 2017, the Company filed its Form S-1 with the SEC and became
effective on April 4, 2018. The Company was issued the trading symbol "CATN" by
Financial Industry Regulatory Authority ("FINRA") and began trading on the
Over-the-Counter market pink venue, owned by OTC Markets Group Inc.
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On December 7, 2018, our President, CEO and Chairman, Wenfa "Simon" Sun gifted
20,000,000 shares of his personal common stock in our Company to Guofu Industry
Development Ltd in a private transaction fully disclosed on Form 13D. These
shares represented approximately 19.6% of the shares in CAT9 Group, Inc.
On August 23, 2019, our President, CEO and Chairman, Wenfa "Simon" Sun acquired
10,000,000 shares of common stock held by our former CFO, Meihong "Sanya" Qian
who resigned on May 14, 2019. The acquisition of these common shares was done as
a privately negotiated transaction and post-purchase, Wenfa "Simon" Sun held
78.3% of CAT9 Group, Inc.
On April 7, 2020, the Company's largest distributor of its products which it
received 90% of its revenues doing business under the trade names
Zhongjun Jilian (Shanghai) Tech Development Co., Ltd.,
Shanghai Hanan E-business Co., Lt., and Nanjing Hemu E-business Co., Ltd. ceased
all operations. Due to this event, the Company has uncollectible accounts
receivables in the amount of 3,299,612.55 RMB which it does not believe is
recoverable.
The result of this event will likely place a significant limitation on our sales
and revenues for the near future as we seek new distributor relationships for
our products.
We also continue to face uncertainty operating under the conditions of COVID-19,
the novel coronavirus which began in Wuhan, China. During the first quarter of
2020, China placed several areas under mandatory quarantine which during this
period our employees and staff worked from home. As China is slowly relaxing its
quarantine measures, there has been additional quarantine lockdowns as COVID-19
infections have been found in other parts of the country. We cannot make any
assurances that COVID-19 will not reappear with new infections and to the extent
that COVID-19, or another virus appears, we may encounter prolonged operational
lockdown measures that would disrupt our business operations.
Results of Operations
Three months ended March 31, 2020 compared to the three months ended March 31,
2019
Sales Revenue
Sales revenue for the three months ended March 31, 2020, was $1,054,015,
compared to $333,251 for the three months ended March 31, 2019, an increase of
$720,764.During the second quarter of 2019 the Company increased its sales
staff. The new sales agents have been very successful with their sales efforts.
Cost of Goods Sold
Cost of goods sold for the three months ended March 31, 2020, was $509,592,
compared to $186,413 for the three months ended March 31, 2019, an,increase of
323,179 or 173.4%. The increase in cost of goods is directly related to the
increase in sales.
Operating Expenses
Professional fees were $57,790 for the three months ended March 31, 2020,
compared to $19,555 for the three months ended March 31, 2019, an increase of
$38,235 or 195.5%. Professional fees consist mostly of legal and audit expense.
Consulting expense was $106,398 for the three months ended March 31, 2020,
compared to $34,590 for the three months ended March 31, 2019, an increase of
$71,808 or 207.6%.Consulting expense has increased due to decreased use of
consulting for business management and intellectual property.
Selling, general and administrative expense ("SG&A") was $643,897 for the three
months ended March 31, 2020, compared to $250,189 for the three months ended
March 31, 2019, an increase of $393,708 or 157.4%. The increase is the result of
the overall increase in operations including salaries and wages, rent, freight
and marketing expense.
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Net Loss
Net loss for the three months ended March 31, 2020, was $276,295, compared
to$158,182 for the three months ended March 31, 2019. The increase in net loss
is the result of our increased SG&A expense.
Liquidity and Capital Resources
During the three months ended March 31, 2020, we used $159,817 of cash in
operating activities compared to $116,654 used for operating activities in the
prior period.
During the three months ended March 31, 2020, we used $0 for investing
activities compared to $579 for the purchase of property and equipment in the
prior period.
During the three months ended March 31, 2020, we received $141,124 from
financing activities compared to $95,877 received in the prior period.
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