The following information should be read in conjunction with our financial
statements and related notes thereto included in Part I, Item 1, above. We also
urge you to review and consider our disclosures describing various risks that
may affect our business, which are set forth under the heading "Risk Factors,"
below.
Forward Looking Statements
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
Overview
Ghar Inc. ("GHAR") was incorporated in the State of Nevada on December 11, 2018
and is located at 5348 Vegas Drive Las Vegas, NV, 89108.
On May 28, 2020, as a result of a private transaction, 29,500,000 shares of
common stock of GHAR, were transferred from Hamza Abid to Custodian Ventures
LLC. The consideration paid for the Shares, which represent approximately 95% of
the issued and outstanding share capital of GHAR on a fully-diluted basis, was
$45,000. In connection with the transaction, Hamza Abid released the Company
from all debts owed and ceased to serve as GHAR's President, Chief Executive
Officer, Treasurer, Secretary and Director, and David Lazar consented to act as
the new President, CEO, CFO, Treasurer, Secretary and sole director of the Board
of Directors of GHAR effective June 1, 2020.
On June 30, 2020, as a result of a private transaction, 29,500,000 shares of
common stock of GHAR were transferred from Custodian Ventures LLC to Wenjin Li.
The consideration paid for the Shares, which represents approximately 95% of the
issued and outstanding share capital of GHAR on a fully diluted basis, was
$225,000. In connection with the transaction, Custodian Ventures LLC released
GHAR from all debts owed and David Lazar ceased to serve as GHAR's President,
Chief Executive Officer, Treasurer, Secretary and Director. Wenjin Li consented
to act as the new President, CEO, CFO, Treasurer, Secretary and sole director of
the Board of Directors of GHAR. In addition, the Board of Directors and majority
shareholder of GHAR approved a name change of GHAR from Ghar Inc. to FHT Future
Technology Ltd ("FHTF"), the name change became effective in July 2020.
Reorganization
On June 8, 2020, FHT Future Technology Pte Ltd ("FHT Singapore") was
incorporated by Mr. Wenjin Li in anticipation to conduct business in Singapore.
On June 12, 2020, FHT Future (HK) Holdings Co., Ltd ("FHT HK") was incorporated
by a contracted independent party on behalf of FHTF solely for the purpose of
being acquired by FHTF. Subsequently, FHT HK established new PRC subsidiary,
Xiamen Zhenghe Xin Neng Digital Technology Co Ltd ("Zhenghe Xin Neng") on July
6, 2020.
On July 23, 2020, FHTF acquired 100% ownership interest in FHT Singapore at the
consideration of one Singapore Dollar from Wenjin Li. On September 28, 2020,
FHTF completed its acquisition of FHT HK together with its wholly owned PRC
subsidiary, at the consideration of one hundred Hong Kong dollar respectively
from the contracted independent party (the "Reorganization").
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Immediately before and after the Reorganization, the stockholders of FHTF
effectively controlled FHTF, FHT Singapore and FHT HK, together with its wholly
owned PRC subsidiary (collectively, the "Company"). Therefore, for accounting
purpose, the Reorganization is accounted for as a transaction of entities under
common control. Accordingly, the accompanying consolidated financial statements
have been prepared as if the current corporate structure had been in existence
throughout the periods presented.
In November 2020, Xiamen Zhenghe Zhi Fang Digital Technology Co., Ltd.("Zhenghe
Zhi Fang") and Xiamen Zhenghe Hui Chong Technology Co., Ltd.("Zhenghe Hui
Chong") were incorporated in the PRC as wholly owned subsidiary of Zhenghe Xin
Neng.
The Company has commenced its operation during the quarter ended December 31,
2020 to conduct business of selling cryptocurrencies mining machine and
providing technical services through its subsidiaries.
Results of Operations for the Three Months Ended December 31, 2020
We started operations in the quarter ended December 31, 2020, and our revenues
during the three months ended December 31, 2020, were $1,570,549, and the cost
of revenues was $1,207,073, as compared to nil and nil for the same period in
2019, respectively.
We recorded selling, general and administrative expenses of $180,009 for the
three months ended December 31, 2020 as compared to $48,625 for the three months
ended December 31, 2019. The increase is mainly associated with the selling
operations commenced during the three months ended December 31, 2020.
We recorded net income of $159,130 for the three months ended December 31, 2020
as opposed to net loss of $48,625 for the three months ended December 31, 2019.
The increase of income is mainly due to that we commenced operations and
incurred revenues during the period.
Results of Operations for the Nine Months Ended December 31, 2020
We started operations in quarter ended December 31, 2020, and our revenues
during the nine months ended December 31, 2020, were $1,570,549, and the cost of
revenues was $1,207,703, as compared to nil and nil for the same period in 2019,
respectively.
We recorded selling, general and administrative expenses of $216,047 for the
nine months ended December 31, 2020 as compared to $83,706 for the nine months
ended December 31, 2019. The increase is mainly associated with the selling
operations commenced during the three months ended December 31, 2020.
We recorded net income of $123,093 for the nine months ended December 31, 2020
as opposed to net loss of $83,706 for the nine months ended December 31, 2019.
The increase of income is mainly due to that we commenced operations and
incurred revenues during the period.
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Liquidity and Capital Resources
As of December 31, 2020, we had assets of $2,241,018, which consisted of current
assets of $10,662 in cash, $889,516 in account receivables, $130,634 due from
related parties, $104,210 in prepaid expenses, $16,083 in prepaid expenses -
related party, $6,864 in other receivables, and $1,079,862 as inventory, and
noncurrent asset of $3,187 as property and equipment. We had liabilities of
$1,796,346, which consisted of current liabilities of $1,630,815 in accounts
payables, $94,100 in accrued expenses, $24,564 in income tax payables, $21,766
due to related parties, and $25,101 as deferred revenue. We had retained
earnings of $5,653.
As of March 31, 2020, we had assets of $5,306, which is cash and cash
equivalents, we had liabilities of $63,245, which is due to related party
payables. We also had an accumulated deficit of $117,439.
Our primary source of liquidity historically has been equity contributions from
our shareholders and borrowings, which have historically been sufficient to meet
our working capital and capital expenditure requirements.
Off-Balance Sheet Arrangements
We have not entered into 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 and would be considered
material to investors.
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