UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended February 29, 2020

Commission File Number 333-21426

 

CHINA WUYI MOUNTAIN, LTD.

(Exact name of registrant as specified in its charter)

 

Nevada		81-3433108
(State of other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

 

1900 Avenue of the Stars

Los Angeles, CA 90067

(Address of principal executive offices)(Zip Code)

 

(310)-843-9300

(Registrant’s telephone number, including area code)

 

Kokos Group Inc.

(Former name, former address and former fiscal year, 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 (X) 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 (X) No

 

Large accelerated filer (_)	Accelerated filer (_)
Non-accelerated filer (_) (Do not check if a smaller reporting company)	Smaller reporting company (X)
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 (X) 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:

As of May 28, 2021 there were 85,600,000 shares of common stock issued and outstanding.

 

 

 

TABLE OF CONTENTS

 

 

PART I—FINANCIAL INFORMATION	4
Item 1. Financial Statements.	4
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.	14
Item 4.  Controls and Procedures.	14
PART II—OTHER INFORMATION	15
Item 1. Legal Proceedings.	15
Item 1A. Risk Factors.	15
Item 2. Unregistered Sales of 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.	16
Signatures.	17

 

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q of China WuYi Mountain Ltd. (formerly Kokos Group Inc.), a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology.  These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Actual results may differ materially from the predictions discussed in these forward-looking statements.  The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the possibility that we will not receive sufficient customers to grow our business, the Company’s need for and ability to obtain additional financing, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

 

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

 

 

PART I—FINANCIAL INFORMATION

 

 

 

CHINA WUYI MOUNTAIN, LTD.

 

CONDENSED FINANCIAL STATEMENTS

 

(Unaudited)

February 29, 2020

 

 

 

 

CONDENSED BALANCE SHEETS

CONDENSED STATEMENTS OF OPERATIONS

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

CONDENSED STATEMENTS OF CASH FLOWS

NOTES TO CONDENSED FINANCIAL STATEMENTS

 

 

 

CHINA WUYI MOUNTAIN, LTD.

 

CONDENSED BALANCE SHEETS

 

		February 29, 2020				August 31, 2019
		(unaudited)
ASSETS
CURRENT ASSETS
Cash		$	1,073			$	1,169
Other receivable (Note 4)			20,000				20,000
TOTAL CURRENT ASSETS		$	21,073			$	21,169
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable		$	9,092			$	8,498
Due to related party (Note 4)			46,249				46,249
TOTAL CURRENT LIABILITIES			55,341				54,747
STOCKHOLDERS’ EQUITY (DEFICIT)
Capital stock (Note 3)
Authorized
2,000,000 shares of preferred stock, $0.001 par value,
Issued and outstanding - nil			—				—
200,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
85,600,000 shares of common stock (85,600,000 - August 31, 2019)			85,600				85,600
Subscription receivable			(50,000	)			(50,000	)
Additional paid in capital			89,491				89,491
Accumulated deficit			(159,359	)			(158,669	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)			(34,268	)			(33,578	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	21,073			$	21,169

Going Concern (Note 1)

 

 

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

 

 

 

 

CHINA WUYI MOUNTAIN, LTD.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three months ended February 29, 2020				Three months ended February 28, 2019				Six months ended February 29, 2020				Six months ended February 28, 2019
REVENUE		$	—			$	—			$	—			$	—
EXPENSES
Office and general		$	345			$	498			$	690			$	797
Consulting fees			—				3,000				—				16,403
Professional fees			—				13,700				—				13,700
TOTAL EXPENSES			345				17,198				690				30,900
Other Income			—				—				—				—
NET LOSS		$	(345	)		$	(17,198	)		$	(690	)		$	(30,900	)
BASIC NET LOSS PER COMMON SHARE		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF BASIC COMMON SHARES OUTSTANDING			85,600,000				85,600,000				85,600,000				85,600,000

 

 

 

 

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

 

 

 

 

 

 

CHINA WUYI MOUNTAIN, LTD.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six-month period ended February 29, 2020

(UNAUDITED)

 

				Common Stock								Additional
				Number of shares				Amount				Paid-in Capital				Subscription Receivable				Accumulated Deficit				Total
	Balance, August 31, 2019				85,600,000			$	85,600			$	89,491			$	(50,000	)		$	(158,669	)		$	(33,578	)
	Net loss for the period ended November 30, 2019				—				—				—				—				(345	)			(345	)
	Balance, November 30, 2019				85,600,000			$	85,600			$	89,491			$	(50,000	)		$	(159,014	)		$	(33,923	)
	Net loss for period ended February 29, 2020				—				—				—				—				(345	)			(345	)
	Balance, February 29, 2020				85,600,000			$	85,600			$	89,491			$	(50,000	)		$	(159,359	)		$	(34,268	)

 

 

 

 

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY/(DEFICIT)

For the Six-month period ended February 28, 2019

(UNAUDITED)

 

				Common Stock								Additional
				Number of shares				Amount				Paid-in Capital				Subscription Receivable				Accumulated Deficit				Total
	Balance, August 31, 2018				85,600,000			$	85,600			$	89,491			$	(50,000	)		$	(112,323	)		$	12,768
	Net loss for the period ended November 30, 2018				—				—				—				—				(13,702	)			(13,702	)
	Balance , November 30, 2018				85,600,000			$	85,600			$	89,481			$	(50,000	)		$	(126,025	)		$	(934	)
	Net loss for the period ended February 28, 2019				—				—				—				—				(17,198	)			(17,198	)
	Balance, February 28, 2019				85,600,000			$	85,600			$	89,481			$	(50,000	)		$	(143,223	)		$	(18,132	)

 

 

 

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

 

 

 

CHINA WUYI MOUNTAIN, LTD.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Six months ended February 29, 2020				Six months ended February 28, 2019
OPERATING ACTIVITIES
Net loss for the period		$	(690	)		$	(30,900	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable			594				3,372
Accounts receivable			—				(20,000	)
NET CASH USED IN OPERATING ACTIVITIES			(96	)			(47,528	)
CASH FLOW FROM INVESTING ACTIVITIES			—				—
CASH FLOW FROM FINANCING ACTIVITIES
Related party advances			—				7,749
NET CASH PROVIDED BY FINANCING ACTIVITIES			—				7,749
NET INCREASE (DECREASE) IN CASH			(96	)			(39,779	)
CASH, BEGINNING			1,169				40,885
CASH, ENDING		$	1,073			$	1,106

SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH FINANCING ACTIVITIES:

 

Cash paid during the period for:
Interest		$	—			$	—
Income taxes		$	—			$	—
Related party debt forgiveness		$	—			$	—

 

 

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

 

 

 

CHINA WUYI MOUNTAIN, LTD

NOTES TO CONDENSED FINANCIAL STATEMENTS

February 29, 2020 (unaudited)

 

 

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

KOKOS GROUP INC. was incorporated in the State of Nevada as a for-profit Company on July 26, 2016 and established a fiscal year end of August 31. The Company is organized to bottle, market, distribute and sell our own brand of coconut water, presently called “Koos Coconut Water”. On November 10, 2017 the Board of directors and the majority of its shareholders of Kokos Group Inc., amended the Company’s current Certificate of Incorporation in conformity with the applicable laws of the State of Nevada to change the name of the Company from Kokos Group Inc. to China Wu Yi Mountain Ltd. On May 24, 2018 FINRA approved the Company’s corporate action changing the Company’s name and trading symbol effective May 25, 2018.

 

On October 19, 2017 Mr. Lei Wang became its Chief Executive Officer, Chief Financial Officer and sole Director and Mr. Richard Rappaprt was appointed Secretary. In addition, Mr. Baterina and Messrs. Flemming H.H. Hansen and Arthur T. Claravall submitted his resignations from all executive officer positions with the Company, including Chief Executive Officer and President effective October 19, 2017, and each submitted their resignation as a member of the Board. On January 18, 2018, Richard Rappaport submitted his resignation as Secretary of Kokos Group Inc. (the "Company"), effective immediately.   On the same day, Ying Zhang was appointed Secretary, effective immediately.

 

Going concern

 

The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $159,359. As at February 29, 2020, the Company has working capital deficit of 34,268. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of August 31, 2018, the Company has issued 800,000,000 founders shares at $0.0000125 per share for net proceeds of $10,000 to the Company and private placements of 25,600,000 common shares at $0.000375 per share for net proceeds of $9,600. On May 2, 2018, the Company entered into a subscription agreement with a China-based company, Grand Biotechnology Group Liaoning, (the authorized signor for Grand Biotechnology is a 4.9% shareholder of the Company), for the issuance of an aggregate of 20,000,000 shares of restricted common stock at $0.0075 per share for an aggregate purchase price of U.S.$150,000. On May 15, 2018 the Company had received $100,000. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended August 31, 2019 included in the Company’s 10-K filed with the Securities and Exchange Commission on May 10, 2021. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended February 29, 2020 are not necessarily indicative of the results that may be expected for the year ending August 31, 2020.

 

Segmented Reporting

 

FSAB ASC 280, “Disclosure about Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services the entity provides, the material countries in which it holds assets and reports revenues and its major customers.

 

 

 

 

CHINA WUYI MOUNTAIN, LTD

NOTES TO CONDENSED FINANCIAL STATEMENTS

February 29, 2020 (unaudited)

 

 

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Comprehensive Loss

“Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at February 29, 2020 the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

Use of Estimates and Assumptions

 

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with ASC topic 605 “Revenue Recognition, and other applicable revenue recognition guidance under US GAAP.  Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured — generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. Revenue consists of revenue earned for the sale of organic coconut water and services provided by the Company. Revenue is recognized at the time the product is shipped to the customer and or services provided by the Company are fulfilled.

 

Financial Instruments

 

All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

 

Loss per Common Share

 

The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

 

Income Taxes

 

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 income in the period that includes the date of enactment or substantive enactment.

 

 

 

CHINA WUYI MOUNTAIN, LTD

NOTES TO CONDENSED FINANCIAL STATEMENTS

February 29, 2020 (unaudited)

 

 

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Stock-based Compensation

 

The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to

Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. As at February 29, 2020 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

 

Recent Accounting Pronouncements

 

The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations.

 

NOTE 3 – CAPITAL STOCK

 

The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share and 2,000,000 preferred shares with a par value of $0.001 per share. Total shares issued as of February 29, 2020 are 85,600,000 common shares and no preferred shares have been issued.

 

On May 2, 2018, the Company entered into a subscription agreement with a China-based company, Grand Biotechnology Group Liaoning, (the authorized signor for Grand Biotechnology is a 4.9% shareholder of the Company), for the issuance of an aggregate of 20,000,000 shares of restricted common stock at $0.0075 per share for an aggregate purchase price of U.S.$150,000. On May 2, 2018, the Company issued 20,000,000 shares of restricted common stock. On May 15, 2018 the Company had received $100,000. As of February 29, 2020 $50,000 unpaid stock purchased amount are recorded as “Subscription receivable“ under stockholders’ equity on the balance sheet.

 

As of February 29, 2020, the Company has not granted any stock options and has not recorded any stock-based compensation.

 

As of February 29, 2020, the Company issued 0 shares of preferred stock and 85,600,000 common shares are issued and outstanding.

 

NOTE 4 – OTHER RECEIVABLE

 

On December 12, 2018 the Company advanced $20,000 to China Dahongpao Hong Kong Co. Ltd. For legal work and due diligence investigation on a potential merger/consolidation. If the potential merger/consolidation is abandoned by China Dahongpao Hong Kong Co. Ltd., the funds will be payable by December 31, 2021. The amounts owed by the party are unsecured and non-interest bearing.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

During the period ended August 31, 2019 Century Acquisitions advance $20,000 and paid outstand invoice for $1,749. The amounts due to the related party are unsecured and non- interest-bearing with no set terms of repayment.

 

As of February 29, 2020 the balance of due to related party is $46,249 (August 31, 2019 - $46,249). The amounts due to the related party are unsecured and non- interest-bearing with no set terms of repayment.

 

 

 

CHINA WUYI MOUNTAIN, LTD

NOTES TO CONDENSED FINANCIAL STATEMENTS

February 29, 2020 (unaudited)

 

 

 

NOTE 6 – SUBSEQUENT EVENTS

 

During April and May 2021, Century Acquisition (Formerly WP Acquisition Company, LLC), a 19.25% shareholder, paid outstanding invoices on behalf of the Company for $21,976. The amounts due to the related party are unsecured and non- interest-bearing with no set terms of repayment.

 

 

 

 

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

 

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

Results of Operations

 

For the three-month period ended February 29, 2020 and February 28, 2019 we had no revenues. Expenses for the three-month period ended February 29, 2020 totaled $345 resulting in a net loss of $345. The net loss for the three-month period ended February 29, 2020 is a result of expenses of $345 comprised primarily of; transfer agent expenses of $297; and bank service charges of $48. Compared to the expenses for the three-month period ended February 28, 2019 totaled $17,198 resulting in a net loss of $17,198. The net loss for the three-month period ended February 28, 2019 is a result of expenses of $17,198 comprised primarily of; consulting expenses of $3,000; professional fees of $13,700; transfer agent expenses of $431; and bank service charges of $67. The decrease in expenses for between the three-month periods February 29, 2020 and February 28, 2019 is due to the decrease in consulting and professional fees during the period.

 

For the six-month period ended February 29, 2020 and February 28, 2019 we had no revenues. Expenses for the six-month period ended February 29, 2020 totaled $690 resulting in a net loss of $690. The net loss for the six-month period ended February 29, 2020 is a result of expenses of $690 comprised primarily of; transfer agent expenses of $594; and bank service charges of $96. Compared to the expenses for the six-month period ended February 28, 2019 totaled $30,900 resulting in a net loss of $30,900. The net loss for the six-month period ended February 28, 2019 is a result of expenses of $30,900 comprised primarily of; consulting expenses of $16,403; professional fees of $13,700; transfer agent expenses of $728; and bank service charges of $69. The decrease in expenses for between the six-month periods February 29, 2020 and February 28, 2019 is due to the decrease in consulting and professional fees during the period.

 

Capital Resources and Liquidity

 

We have generated no revenues to date and anticipate until we generate a more rapid growth in revenues we will require additional financings in order to fully implement our plan of operations. With the exception of cash advances from our sole Officer and Director, cash received in our initial offering and our recent private placement of $150,000 (of which $100,000 had been received), we have not had any additional funding. We must raise additional cash to implement our strategy and stay in business. A related party has verbally committed to continue to fund our operations. However, this is not in writing and maybe rescinded at any time.

 

As of February 29, 2020, we had $1,073 in cash, $20,000 in accounts receivable and $46,249 due from a related party. As of August 31, 2019, we had $1,169 in cash, 20,000 in accounts receivable and $46,249 due to a related party. Total liabilities as of February 29, 2020, were $55,341 compared to $54,747 in total liabilities at August 31, 2019. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. As of February, 29, 2020, the Company owed $46,249 (August 31, 2019; $46,249) to a related party. All amounts due to the related party are unsecured, non-interest bearing and have not set terms of repayment.

 

Company Operations

 

KOKOS GROUP INC. (now known as China WuYii Mountain Ltd.) was incorporated in the State of Nevada as a for-profit Company on July 26, 2016 and established a fiscal year end of August 31. The Company is organized to bottle, market, distribute and sell our own brand of coconut water, presently called “Koos Coconut Water”. On November 10, 2017 the Board of directors and the majority of its shareholders of Kokos Group Inc., amended the Company’s current Certificate of Incorporation in conformity with the applicable laws of the State of Nevada to change the name of the Company from Kokos Group Inc. to CHINA WUYI MOUNTAIN, LTD. The Corporate action and the Amended Articles became effective on May 26, 2018, following compliance with notification of FINRA.

 

On October 19, 2017 Mr. Lei Wang became its Chief Executive Officer, Chief Financial Officer and sole Director and Mr. Richard Rappaprt was appointed Secretary. In addition Mr. Baterina and Messrs. Flemming H.H. Hansen and Arthur T. Claravall submitted his resignations from all executive officer positions with the Company, including Chief Executive Officer and President effective October 19, 2017, and each submitted their resignation as a member of the Board. On January 18, 2018, Richard Rappaport submitted his resignation as Secretary of Kokos Group Inc. (the "Company"), effective immediately.   On the same day, Ying Zhang was appointed Secretary, effective immediately.

 

 

 

The Company has not yet implemented its business model. We must raise cash to implement our strategy and stay in business. In the event we do not raise any proceeds, the Company’s existing cash will not be sufficient to fund the expenses related to maintaining a reporting status and to implement its planned business. Accordingly, the Company intends to implement a different business plan.

 

Capital Stock

 

The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share and 2,000,000 preferred shares with a par value of $0.001 per share. Total shares issued as of February 29, 2020 are 85,600,000 common shares and no preferred shares have been issued.

 

On April 20, 2017, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 80 new common shares for 1 old common share. All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 80:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.

 

On May 2, 2018, the Company entered into a subscription agreement with a China-based company, Grand Biotechnology Group Liaoning, (the authorized signor for Grand Biotechnology is a 4.9% shareholder of the Company), for the issuance of an aggregate of 20,000,000 shares of restricted common stock at $0.0075 per share for an aggregate purchase price of .S.$150,000. On May 2, 2018, the Company issued 20,000,000 shares of restricted common stock. On May 15, 2018 the Company had received $100,000. As of February 29, 2020, $50,00 unpaid stock purchased amount are recorded as “Subscription receivable“ under stockholders’ equity on the balance sheet.

 

As of February 29, 2020, the Company has not granted any stock options and has not recorded any stock-based compensation.

 

As of February 29, 2020, the Company issued 0 shares of preferred stock and 85,600,000 common shares are issued and outstanding.

 

Off-balance sheet arrangements

 

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. The material weaknesses in our disclosure control procedures are as follows:

 

 

 

1.           Lack of formal policies and procedures necessary to adequately review significant accounting transactions. We utilize a third party independent contractor for the preparation of our 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 our day to day operations and may not be provided information from our management on a timely basis to allow for adequate reporting/consideration of certain transactions. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that as of February 29, 2020 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

2.            Audit Committee and Financial Expert. We do not have an audit committee with a financial expert and, thus, we lack the appropriate oversight within the financial reporting process.

 

We intend to initiate measures to remediate the identified material weaknesses, including, but not necessarily limited to, the following:

 

•

Establishing a formal review process of significant accounting transactions that includes participation of our principal executive officer, principal financial officer and corporate legal counsel.

 

•

Form an audit committee that will establish policies and procedures that will provide our Board of Directors with a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended February 29, 2020 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

 

Currently we are not involved in any pending litigation or legal proceeding.

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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

 

On May 2, 2018, the Company entered into a subscription agreement with a China-based company, Grand Biotechnology Group Liaoning, (the authorized signor for Grand Biotechnology is a 4.9% shareholder of the Company), for the issuance of an aggregate of 20,000,000 shares of restricted common stock at $0.0075 per share for an aggregate purchase price of U.S.$150,000. On May 2, 2018, the Company issued 20,000,000 shares of restricted common stock. On May 15, 2018 the Company had received $100,000. As of February 29, 2020, $50,00 unpaid stock purchased amount are recorded as “Subscription receivable” under stockholders’ equity on the balance sheet.

Item 3. Defaults Upon Senior Securities.

 

None.

Item 4. Mine Safety Disclosures.

 

None.

Item 5. Other Information.

 

None

 

 

 

 

 

Item 6. Exhibits.

 

(a) Exhibits required by Item 601 of Regulation SK.

 

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1		Section 1350 Certification of Chief Executive Officer
32.2		Section 1350 Certification of Chief Financial Officer **

 

*     Included in Exhibit 31.1

**   Included in Exhibit 32.1

 

 

 

 

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.

 

	China WuYi Mountain, Ltd
	By:	/s/ Lei Wang
		President and Director Principal Executive Officer Principal Financial Officer Principal Accounting Officer

 

Date:   May 28, 2021