SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

 

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
[  ]	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 000-55224

 

AMCHI GENDYNAMY SCIENCE CORPORATION

(Exact name of registrant as specified in its charter)

 

PRETTY VALLEY ACQUISITION CORPORATION

(Former Name of Registrant as Specified in its Charter)

 

Delaware			47-1360654
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

 

1809 Pritchard Way

Hacienda Heights, CA 91745

(Address of principal executive offices) (zip code)

 

Registrant's telephone number, including area code: 626-715-9695

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Exchange Act:    Common Stock, $.0001 par value per share

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

[  ] Yes [ X ] No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                                  

[  ] Yes [ X ] No

 

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.

[ X ] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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).                              [ X ] Yes [  ] No

 

  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ X ] Yes [  ] No

 

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

 

	Large Accelerated filer           [   ]		Accelerated filer                        [   ]
	Non-accelerated filer              [   ]		Smaller reporting company      [ X ]
	(do not check if smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ X ] Yes [  ] No

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. $ 0

 

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.

 

Class	Outstanding at April 14, 2016
Common Stock, par value $0.0001	247,207,994

                                                         

Documents incorporated by reference:          None

 

 

PART I

 

Item 1. Business

 

Amchi Gendynamy Science Corp (“Amchi,” or “the Company”) is a developmental stage research company focused on commercializing a patent pending device in the field of genome dynamics editing. A culmination of 20 years of the founder’s research has resulted in the “Theory of Microdynamist,” a multidiscipline research that utilizes principles of mathematics, physics, and life sciences. Specifically, principles of relativity, string theory, and quantum mechanics are used to explain the relation between kinetic law of the life-universe dynamics origin and the human genome dynamics editing process. The Company has applied this research to develop what is known as “geneinformaion preciseenergy therapy”. The Company anticipates that this proprietary treatment may develop into a stepping stone into treating and curing hereditary genetic diseases.

 

The Company has invented the Amchi Gendynamy Genome Repair Device. The device channels special high frequency energy acoustic waves to interact with the human body. The science behind the device is based on the dynamic principle of gene editing. The Company believes one reparative property of multiple frequencies, in particular, has shown to be highly effective in treating Type 2 Diabetes. These frequencies, when applied to the patient, create a Deoxy-ribonucleic Acid (DNA) energy exchange field in the body that communicates with the Ribonucleic Acid (RNA), instructing it to repair its faulty cellular reproduction commands. As a result, the DNA gives the correct reproductive instructions to the RNA providing a non-invasive, low-or no-side effect treatment.

 

GENOME REPAIR DEVICE

 

The Amchi Gendynamy Genome Repair Device is designed to treat various illnesses and diseases, from diabetes to cancers. Through its research, the Company has identified multiple frequencies that have indicated healing effects throughout the body. Administering the device is a simple but precise process. The device, which is a high-tech box designed to channel energy frequencies, must be administered by trained medical professionals. When the box is placed near the effected organ energy is channeled and carefully selected frequencies are directed at that organ. Within the targeted organ, genome dynamic editing principles take place – the DNA is ordered to give new and corrective instructions to the RNA of that organ’s cells, thus treating the problem at the source. The process is very safe, and has zero known side effects. Only thoroughly trained medical specialists can administer the box to patients, as careful training is required in order to effectively treat patients. To date the Company has only treated 4 patients in its clinic in China

 

  

Manufacturing and Assembly

 

The Company has entered into an agreement with Focus Product Design, Inc, Menlo Park, California (“Focus”) to develop and manufacture a Genome Repair Device. The Focus facility is FDA-registered, and the Company believes it is compliant with the FDA’s Quality System Regulations. Its facility and the facilities of the third-party manufacturers and suppliers are subject to periodic inspections by regulatory authorities, including the FDA and other governmental agencies.

 

Competition

 

The medical device industry is highly competitive, subject to rapid technological change and significantly affected by new product introductions and market activities of other participants. Therefore, our currently marketed products are, and future products we commercialize will be, subject to competition. Almost all of our competitors have greater financial capabilities and name recognition then we do. There is no direct and indirect competitor on genome repair technology in the market so far.

 

Regulatory Status

 

The Genome Repair Device is still under development, and to date the Company has conducted only a few studies and other preclinical work in China with a prototype device. The Company has not made any filing with any regulatory authority seeking approval or clearance for the Genome Repair Device. The Company expects the initial market for the Genome Repair Device to be in China 2016 and in the United States in 2017. In the United States, the Company believes that most components of the Genome Repair Device will be Class I medical devices and will fall under the FDA’s 510(k) regulatory process.

 

Regulatory Requirements of the United States Food and Drug Administration

 

The research, development and clinical programs, as well as the manufacturing and marketing operations, will be subject to extensive regulation in the United States and other countries. Most notably, all products to be sold or used in the United States are subject to regulation as medical devices under the federal Food Drug and Cosmetic Act, or FDCA, as implemented and enforced by the FDA. The FDA governs the following activities that to ensure that medical devices manufactured, promoted and distribute domestically or exported internationally are safe and effective for their intended uses:

 

Product design, preclinical and clinical development and manufacture;

product premarket clearance and approval;

product safety, testing, labeling and storage;

record keeping; product marketing, sales and distribution;

post-market surveillance, complaints, reporting of injuries or malfunctions

 

Patent and Trademark

 

Wisdom Qiao, the director and CEO of the Company, filed an application with the United States patent office on September 22, 2015 for patent and trademark protection of the “Dynamic Recovery and Therapy System”, a massage device with predetermined patterns, pressures and methods, designed to improve fitness, reduce blood pressure, enhance sleep and provide general health benefits.

 

  

Subsequent Events

 

On January 15, 2016, the Company completed a private placement of 26,707,994 shares and sold its common stock to 37 investors (the “Investors”) for a total purchase price of $647,610. All of the sales were made in China and all of the Investors were residents of China. The Company has issued all the share certificates to all 37 investors as of the date of this report. No commissions were paid. The Investors have acquired these shares for investment and not with a view toward distribution. All of the stock certificates issued to the Investors have been affixed with an appropriate legend restricting sales and transfers. Therefore, based on the foregoing, the Company has issued the shares in reliance upon the exemptions from registration provided by Section 4a (2) of the Securities Act of 1933 and/or Regulation S.

 

On January 28, 2016, the Company filed a Form 8-K reporting the assignment by Wisdom Qiao, the director and principal shareholder and CEO of the Company, of her entire right, title and interest in a patent application entitled “Dynamic Recovery and Therapy System” in exchange for 200,000,000 shares of the Company’s common stock. The shares are restricted and the certificates have been affixed with the appropriate legend restricting sales and transfers. The application was filed with the patent office on September 22, 2015. The Invention is a massage device with predetermined patterns, pressures and methods, designed to provide health benefits to improve physical fitness, reduce blood pressure, reduce glucose levels, enhance sleep and potentially reduce or eliminate tumor growth.

 

On February 11, 2016, the Company entered into a Product Design Service Agreement with Focus Product Design, a California corporation, to design product requirements, systems architecture, proof of concept ME and EE, part sourcing, product architecture, etc. for a fixed fee of $635,100. The agreement will continue to be effective until performed by Focus. The Company has paid to Focus $7,400 as of the date of this report for the performance of services.

 

Company Overview

 

The Company was incorporated on May 20, 2014, under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders.

 

In June, 2014, Pretty Valley Acquisition Corporation filed a registration statement with the Securities and Exchange Commission on Form 10-12g pursuant to Securities Exchange Act of 1934 and became a public reporting company.

 

On October 15, 2015, the Company effected a change in control of Pretty Valley Acquisition Corporation. As part of that change in control, the then officers and directors of Pretty Valley resigned, the Company redeemed 19,500,000 shares of the then 20,000,000 shares of common stock outstanding. Wisdom Qiao was appointed the sole officer and director of the Company and the Company issued 20,000,000 shares of common stock to Ms. Qiao. In addition, the Company changed its name to Amchi Gendynamy Science Corporation.

 

Subsequent to the change in control, on January 12, 2016, the Company issued 26,707,994 shares of its common stock to 37 shareholders pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.

 

Subsidiaries

 

The Company has no subsidiaries.

 

Item 2. Properties

 

The Company does not own properties and at this time has no agreements to acquire any properties. The Company leases the bioskills facility which is a state of the art 10,100 square foot building with a large 2,200 square foot bio skills lab space, two private surgical lab suites, a 100 seat theater style auditorium, a large twenty person plus conference room, and a 2,200 square foot cafeteria/common area on a month to month operating lease. The large lab area is able to facilitate up to a fifteen station customized lab/medical testing event. Its two smaller private lab suites are for shared rental or exclusive private use.

 

Item 3. Legal Proceedings

 

There is no litigation pending or threatened by or against the Company.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

There is currently no public market for the Company's securities.

 

At such time as it qualifies, the Company may choose to apply for quotation of its securities on the OTC Bulletin Board.

 

  

The OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible.

 

Since inception, the Company has sold securities which were not registered as follows:

 

DATE	NAME	NUMBER OF SHARES
May 20, 2014	James Cassidy	10,000,000
		(9,750,000 redeemed 10/14/2015)
May 20, 2014	James McKillop	10,000,000
		(9,750,000 redeemed 10/14/2015)
October 15, 2015	Wisdom Qiao	20,000,000
January 12, 2016	37 Shareholders	26,707,994
January 28, 2016	Wisdom Qiao	200,000,000

 

Item 6. Selected Financial Data

 

There is no selected financial data required to be filed for a smaller reporting company.

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

All references to “we”, “our,” “us” and the “Company” in this Item 7 refer to Amchi Gendynamy Science Corporation (“AGSC”).

 

The discussion in this section contains forward-looking statements. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “would” or “will” or the negative of these terms or other comparable terminology, but their absence does not mean that a statement is not forward-looking. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which could cause our actual results to differ from those projected in any forward-looking statements we make. Several risks and uncertainties we face are discussed in more detail under “Risk Factors” in Part I, Item 1A of this Annual Report or in the discussion and analysis below. You should, however, understand that it is not possible to predict or identify all risks and uncertainties and you should not consider the risks and uncertainties identified by us to be a complete set of all potential risks or uncertainties that could materially affect us. You should not place undue reliance on the forward-looking statements we make herein because some or all of them may turn out to be wrong. We undertake no obligation to update any of the forward-looking statements contained herein to reflect future events and developments, except as required by law. The following discussion should be read in conjunction with the consolidated financial statements and the notes to those statements included elsewhere in this Annual Report on Form 10-K.

 

  

Amchi Gendynamy Science Corporation is an early-stage development company specializing in genome dynamics editing and application. The Company is researching, designing and developing an experimental genome dynamic repair treatment based on the dynamic principle of genetic editing theory, utilizing electrical frequencies and a special acoustic waves, which the founder of the  company  has took over 20 year to study on dynamic principle of genetic editing to discover the right multiple frequency, how they work on Genome mutation,  to help repair DNA and RNA that may have been incorrectly encoded due to offsetting energy through the genome editing process.  The Company has completed several therapy sessions with individuals in China with some success in rehabilitating and in the prevention of various hereditary genetic diseases, especially in Diabetes, including hypertension. Wisdom Qiao, our CEO, director and principal shareholder, is a leader in the field of precise energy genome therapy and in other categories such as genome dynamic editing program, biotech and life sciences. After 20 years of dedicated research, Wisdom Qiao‘s team is confident that genome dynamic repair system is ready to be commercialized for its effectiveness on Diabetes. The Company will start another 10 diabetes case study in May 2016. The therapy protocol or its energy treatment will be proved by the scientific and medical communities by the report of case study. The Company’s research is in its very early stages and there is no assurance that its therapy protocol or its energy devices will ever be able to be proved and accepted by the scientific and medical communities.

 

The Company was incorporated in the State of Delaware in May 20, 2014, and was formerly known as Pretty Valley Acquisition Corporation. On June 18, 2014, Pretty Valley Acquisition Corporation filed a registration statement with the Securities and Exchange Commission on Form 10 by which it became a public reporting company.

 

In September, 2015, the Company implemented a change of control by redeeming shares of existing shareholders, issuing shares to new shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Pretty Valley Acquisition Corporation to Amchi Gendynamy Science Corporation.

 

The Company is a development stage company. As of the periods from inception, through the date of this report, the Company did not generate any revenue and incurred minimal expenses and operating losses, as part of its development stage activities.

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. We funded our operations in 2015 primarily through the financial support from our officers and shareholders. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. We incurred a net loss of $101,024 for the year ended December 31, 2015, provided net cash in operating activities of $9,792, had a working capital deficit of $115,380, and has an accumulated deficit of $101,731 as of December 31, 2015. These factors, among others raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

  

Financial Operations Overview

 

Revenue

 

We have not earned revenues from providing genome repair services for the years ended December 31, 2015 and 2014, respectively. We do not expect to earn revenues from genome repair service for at least the next twelve months. We may never generate revenues and we may never succeed in commercializing any other products or services.

 

Operating Expenses

 

Operating expenses for the year ended December 31, 2015 were $101,024 compared to $707 for the period from May 20, 2014 (inception) to December 31, 2014. Operating expenses increased by $100,317 in 2015 primarily due to the increase in general and administrative expense primarily due to the legal and consulting fees of $85,000 recorded in providing assistance in effecting transactions for the Company to become a public company, including the preparation and filing a registration statement with the Securities and Exchange Commission, assistance with applicable state requirements, advice and assistance on listing its securities on a trading exchange, assistance in establishing and maintaining relationships with market makers and broker-dealers and assistance in other transactions, marketing and corporate structure activities available at that time; $12,124 in legal fees for applying for visa packages for obtaining immigration to United States of America; and approximately $3,900 for general office and travel expenses. We expect that general and administrative expenses will increase materially as we operate as a public company. These increases will likely to include salaries and related expenses, legal and consulting fees, accounting and audit fees, director fees, increased directors’ and officers’ insurance premiums, fees for investor relations services, enhanced business and accounting systems, and other costs associated with operations.

 

Liquidity and Capital Resources

 

Since our inception, our operations have been primarily financed through funding from the officers and shareholders. Our Genome Repair Device is a product candidate still in development, and, to date, we have conducted many human studies and other preclinical work with to that product candidate. Our Genome Repair Device will require substantial additional development and testing, and at present, we are focusing most of our efforts and resources on the second stage of clinical study after 20 years research and testing, ready for commercialization of this device. There can be no assurance that our development efforts will successfully reach expected results or that the Genome Repair Device will have the capabilities we expect. We have incurred operating losses in each year since our inception and we expect to continue to incur operating losses into the foreseeable future as we advance the ongoing development of our Genome Repair Device. Even if our plans and projects are successfully initiated, there can be no assurance that such plans and projects will have any commercial success or advantage. Also, there is no assurance that our initiatives will perform as intended in the marketplace.

 

As of December 31, 2015, we had $59,837 of cash and cash equivalents compared to $0 at December 31, 2014. We believe that our existing capital resources will not be sufficient to meet our projected operating requirements for at least the next 12 months and we will need to raise additional capital. Based on our operating plan, we will need additional funds to meet operational needs and capital requirements for product development and commercialization. We currently have no credit facility or committed sources of capital. To fund future operations we will need to raise additional capital and our requirements will depend on many factors, including the following:

  

Funding may not be available to us on acceptable terms or at any terms. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of, or even suspend development of our initial Genome Repair Device. We may seek to raise any necessary additional capital through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our Genome Repair Device and future revenue streams, and we may have to grant licenses on terms that may not be favorable to us. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends.

 

  

The accompanying financial statements for the years ended December 31, 2015 and 2014 have been prepared on a basis that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We have continuing net losses and negative cash flows from operating activities. In addition, we have deficiencies in working capital as of most of the balance sheet dates. These conditions raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. These circumstances caused our independent registered public accounting firm to include an explanatory paragraph in their report dated April 14, 2016, regarding their concerns about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to obtain additional financing as may be required to fund current operations. Management’s plans include selling its equity securities and obtaining debt or other financing to fund its capital requirement and on-going operations; however, there can be no assurance the Company will be successful in these efforts. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

  

Operating Activities

 

Net cash provided by operating activities for the year ended December 31, 2015 was $9,792 which resulted primarily from the loss of $101,024, expenses of $1,044 paid by founders for operations of the Company, increase in prepaid expenses of $7,400, increase in accounts payable of $85,000, and increase in payable to related party of $32,172.

 

Investing Activities

 

Net cash used in investing activities for the year ended December 31, 2015 was $10,400 which resulted from the cash expended for applications to register patents and trademarks of our product.

 

Financing Activities

 

Net cash provided by financing activities for the year ended December 31, 2015 was $60,445 primarily due to cash proceeds received for short term advances from third parties for our working capital requirements. 

 

As a result of the above activities, we experienced a net increase in cash and cash equivalents of $59,837 for the year ended December 31, 2015. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or from sale of our common stock.

 

  

Alternative Financial Planning

 

The Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company will not be able to implement its business plan as a going concern .

 

Equipment Financing

 

The Company has no existing equipment financing arrangements.

 

Critical Accounting Policies and Significant Judgments and Estimates

 

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We have identified the following accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results could differ from these estimates and such differences could be material.

 

While our significant accounting policies are described in more detail in Note 2 of our annual consolidated financial statements included in this Annual Report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.

 

JOBS Act Accounting Election

We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

  

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, payable to related parties and short term advances. Pursuant to ASC 820 and ASC 825, “Financial Instruments”, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

Development Stage and Capital Resources

 

Since its inception, the Company has devoted substantially all of its efforts to business planning. Accordingly, the Company is considered to be in the development stage. The Company has not generated revenues from its operations, and it will not commence generating revenues until 2017.

 

Off-Balance Sheet Arrangements

 

We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

 

Item 8. Financial Statements and Supplementary Data

 

 The financial statements for the year ended December 31, 2015 are attached hereto.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

 There were no disagreements with the Company's accountants on accounting or financial disclosure for the period covered by this report.

 

  

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our Chief Executive Officer (who is also our Chief Financial Officer), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2015. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on their evaluation, management concluded as of December 31, 2015 that our disclosure controls and procedures were not effective because of material weaknesses in our internal control over financial reporting, described below in Management’s Report on Internal Control over Financial Reporting. Notwithstanding the identified material weaknesses, management believes the financial statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

 

Management’s Report on Internal Control over Financial Reporting

 

Company management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of Company management, including the CEO and the CFO, an evaluation was performed of the effectiveness of the Company’s internal control over financial reporting. The evaluation was based on the framework in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

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.

 

Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework (1992), our management concluded that, as of December 31, 2015, our internal control over financial reporting was not effective because of the identification of material weaknesses described as follows:

 

•	We did not have controls designed to validate the completeness and accuracy of underlying data used in the determination and recording of accounting transactions. As a result, errors were identified in the underlying data used to support accounting transactions. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual financial statements would not be prevented or detected on a timely basis.
•	We did not have an adequate process or appropriate controls in place to support the accurate and timely reporting of our financial results and disclosures in our Form 10-K. As a result, errors were identified primarily related to the recording of stock issuances and expenses not recorded in books and records and their accounting treatment. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual financial statements would not be prevented or detected on a timely basis.

 

Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting

 

With the oversight of senior management, the Company has begun taking steps and plans to take additional measures to remediate the underlying causes of the material weaknesses.  With respect to validation of the completeness and accuracy of underlying data used in the determination of recording accounting transactions and stock issuances, management intends to:

 

•	Timely issue all stock certificates contemporaneous with the closing of transactions resulting in a stock issuance.
•	Have the Company’s independent transfer agent issue all stock certificates to stockholders listed on the Company’s stock ledger.
•	As soon as the Company can afford it, hire an employee who will be dedicated to overseeing all stock issuance and related matters.

  

 

 With respect to timely and accurate recording of accounting transactions and filing of our financial results, management intends to:

 

•	As soon as the Company can afford to do so, engage consultants to identify efficiencies and enhance reporting capabilities as well as opportunities to reduce the incidence of errors.
•	Implement more robust accounting policies and work with consultants to streamline activities and implement best practices to record accounting transactions.
•	As soon as we can afford to do, hire a Chief Financial Officer so the same person is not serving as both Chief Executive Officer and Chief Financial Officer.

 

Additionally, as soon as we can afford to do so we plan on creating a new position to oversee accounting systems, designing internal controls and ensuring compliance, implementing accounting policies and procedures, and implementing process improvements.

 

While senior management is closely monitoring the implementation of these remediation plans, there is no assurance that the aforementioned plans will be sufficient and that additional steps may not be necessary. There is also no assurance that we will be able to afford to implementation of these improvements during the current fiscal year.

 

Anton & Chia, LLP, the independent registered public accounting firm for the Company, has not issued an attestation report on the effectiveness of the Company's internal control over financial reporting.

 

Item 9B. Other Information

 

     Not applicable.

PART III

 

Item 10. Directors, Executive Officers, and Corporate Governance

 

Officers and Directors

 

Name	Position
Wisdom Qiao	President, CEO, CFO, secretary, director
Zhiwei Qiao	Director
Wengling Zhang	Director

     

(Wisdom Qiao and Zhiwei Qiao are siblings)

 

Wisdom Qiao serves as President, CEO, CFO/Secretary and Director of the Registrant. Wisdom Qiao serves as the sole director and officer of the Registrant. She is a scientist and successful entrepreneur. Ms. Qiao graduated from China's Huaxi Medical University undergraduate program. She spent two years in the China Army Secondary Medical University and served as the chief pharmacist in the China Army Chengdu General Hospital. Since 2003, Ms. Qiao has worked on research and development of the gene dynamic principal and gene editing. Through her research, she discovered the dynamic principle of gene editing under DNA equations and created the new theory as Microdynamism. As an entrepreneur, during the 1990s, Ms. Qiao worked Prudential Securities and Merrill Lynch in Hong Kong and the U.S. She was one of the first to bring overseas private equity funds into China.

 

  

Zhiwei Qiao serves as a Director of the Registrant. He graduated from the Chinese People's Liberation Army Air Force Political Academy. He is an excellent army news reporter, and was transferred to the Sichuan provincial government secretary. He is familiar with China's investment and business environment. He had experiences from government to enterprises. He was a real estate company's founders, also invested in new pipelines plant. Known as China's commercial policies, laws and regulations, more than two decades of Chinese enterprise management and government work experience, established a deep network of people based on the government's public relations. He is the current head of the China operations for the Company. His passion, his wisdom, his government experience, and his management of practical experience, help Amchi China ensure the success of the company.

 

Wengling Zhang serves as Director of the Registrant. Ms. Zhang is also director of operations for the Company’s marketing and development. She joined Everrich (BVI) as deputy general manager and chief operating officer in 2010 , and was responsible for the administration of the entire company and daily operation and management , outreach and cooperation and investment financing. Three departments that Ms. Zhang, managed are A) Administrative Operations, is responsible for looking for case studies and operational sites, and is responsible for the design and decoration, routine administrative matters related to the management and staff places; B) PR & External Cooperation Department, responsible for liaison with the media , publishing facility and all kinds of potential partners; C) Investment and finance Department , is responsible for the company's research and development operations to find the right investors , and to participate in the company's public and private work. Ms. Wang, Xianmin and Ms. Zhang are the founding partners with Wisdom in the dynamics of human genes; they are working in their respective fields of expertise. Ms. Zhang has popularized Wisdom’s Gen Dynamic Theory, and also successfully published two articles in the magazine of “Scientific Chinese in February 2015. In May 2015, Miss Zhang organized company official attended the Cosmic String Theory international conference held in Hong Kong. And in these years she has been promoting research activities on this theory, while working with one of world’s largest genetic testing company in China to find a suitable place in California as a rehabilitation center, and the need to take advantage of its experience accumulated in the past for the United States to create a rehabilitation center for experimental research and case good environment, including, but not limited to interior design, selection of materials, configuration, and lighting music. Ms. Zhang graduated from the China university of Science & Tech Management in 1989. From 1990 to 1999 she was engaged in film and television media, participating in and leading many large-scale documentary filming and production, and established her own cooperative team and customer base. In 2000, she founded the “Beijing Science and Technology Co., Ltd. She serves as the legal and Managing Director, and serves in Hong Kong "LUCK COME CORPORATION LIMITED" as a Director since 2013.

 

Director Compensation

 

Directors do not receive any compensation for serving on the Board of Directors.

 

Committees and Terms

 

The Board of Directors has not established any committees. The Company will notify its shareholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.

 

Indemnification of Officers, Directors, Employees and Agents

 

The Certificate of Incorporation and bylaws of the Company provide that the Company shall, to the fullest extent permitted by applicable law, as amended from time to time, indemnify all directors of the Company, as well as any officers or employees of the Company to whom the Company has agreed to grant indemnification.

 

Section 145 of the Delaware General Corporation Law empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) arising under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

 

  

The Delaware General Corporation Law provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation's by-laws, any agreement, vote of shareholders or otherwise.

 

The effect of the foregoing is to require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

 

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

 

Item 11. Executive Compensation

 

The Company has not paid any compensation to date. The Company anticipates that it will commence payment of compensation beginning in the second quarter of 2016. No officer or director received any salary or stock or stock awards in 2015.

 

 No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

 

 The Company does not have a compensation committee for the same reasons as described above.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

 The following table sets forth each person known by the Company to be the officer or director of the Company or a beneficial owner of five percent or more of the Company's common stock as of April _, 2016. The Company does not have any compensation plans. Except as noted, the holder thereof has sole voting and investment power with respect to the shares shown.

 

Name and Address of Beneficial Owner	Amount of Beneficial Ownership	Percent of Outstanding Stock(1)
Wisdom Qiao CEO, CFO, Secretary Director	220,000,000	97%
Zhiwei Qiao Director	-	0%
Wengling Zhang Director	-	0%
All Executive Officers and Directors as a Group (3 Persons)	220,000,000

 

(1) Based on 247,207,994 shares outstanding.

 

  

Item 13. Certain Relationships and Related Transactions and Director Independence

 

Wisdom Qiao and Zhiwei Qiao are siblings

 

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. The Company’s board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly. Based on this review, the board has determined that there are no independent directors.

 

Item 14.  Principal Accounting Fees and Services.

 

Audit Fees

 

The aggregate fees incurred for each of the last two years for professional services rendered by the independent registered public accounting firm for the audits of the Company's annual financial statements and review of financial statements included in the Company's Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows:

 

		For the year ended December 31, 2015				For the year ended December 31, 2014
Audit Related Fees		$	8,750			$	750

 

The Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee.  The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.  The Company does not rely on pre-approval policies and procedures. 

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

There are no financial statements schedules or exhibits filed herewith. The exhibits filed in earlier reports and the Company's Form 10 are incorporated herein by reference.

 

 

FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm	1
Balance Sheets	2
Statements of Operations	3
Statements of Changes in Stockholders’ Equity (Deficit)	4
Statements of Cash Flows	5
Notes to Financial Statements

 

 

CERTIFIED PUBLIC ACCOUNTANTS

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Amchi Gendynamy Science Corporation.

 

We have audited the accompanying balance sheet of Amchi Gendynamy Science Corporation (formerly Pretty Valley Acquisition Corporation) (the "Company") as of December 31, 2015 and 2014, and the related statement of operations, stockholders' deficit, and cash flows for the year ended December 31, 2015 and for the period from May 20, 2014 (Inception) through December 31, 2014. Amchi Gendynamy Science Corporation’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Amchi Gendynamy Science Corporation as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the year ended December 31, 2015 and for the period from May 20, 2014 (Inception) through December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has had no revenues and income since inception. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1, which includes the raising of additional equity financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ Anton & Chia, LLP

 

Newport Beach, CA

April 14, 2016 

 

 

Amchi Gendynamy Science Corporation

Balance Sheets

 

 

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

 

  

Amchi Gendynamy Science Corporation

Statements of Operations

 

 

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

 

  

Amchi Gendynamy Science Corporation

Statement of Changes in Shareholders' Equity (Deficit)

 

 

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

 

  

Amchi Gendynamy Science Corporation

Statements of Cash Flows

 

 

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

  

  

Amchi Gendynamy Science Corporation

Notes to Financial Statements

December 31, 2015 and 2014

 

 

  

SIGNATURES

 

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

	AMCHI GENDYNAMY SCIENCE CORPORATION
	By:	/s/ Wisdom Qiao
Dated:  April 14, 2016	Chief Executive Officer
	By:	/s/ Wisdom Qiao
Dated: April 14, 2016	Chief Financial Officer

 

 

     Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

NAME	OFFICE	DATE
/s/ Wisdom Qiao	Director	April 14, 2016
/s/ Shiwei Qiao	Director	April 14, 2016
/s/ Wengling Zhang	Director	April 14, 2016