The following discussion and analysis of financial condition and results of
operations relates to the operations and financial condition reported in the
unaudited condensed financial statements of the Company for the Three Months
ended July 31, 2020 and 2019 and should be read in conjunction with such
financial statements and related notes included in this report. Except for the
historical information contained herein, the following discussion, as well as
other information in this report, contain "forward-looking statements," within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and are subject
to the "safe harbor" created by those sections. Actual results and the timing of
the events may differ materially from those contained in these forward-looking
statements due to a number of factors, including those discussed in the
"Forward-Looking Statements" set forth elsewhere in this Quarterly Report on
Form 10-Q.
Overview
Evergreen International Corp. ("Evergreen", "we", "our" or "the Company")
started as a wood products company that had been in business since 1980. Our
business fluctuated over the years. We were almost wholly dependent on sales to
The Home Depot, Inc. On September 2, 2003, we terminated our business
relationship with Home Depot due to increased difficulties in transacting
business with such company on a profitable basis. These difficulties included
Home Depot's prohibition against price increases, despite increases in our costs
of production, a diminution in the Home Depot territories to which we were
allowed to sell our products, and Home Depot's demands regarding returns of
ordered products that we were unwilling to accede to for economic reasons.
On June 22, 2018, the Company (f/k/a Arbor EnTech Corporation) entered into a
Stock Purchase Agreement (the "SPA") with Tan Ying Lok (the "Purchaser") and
certain selling stockholders including Airmont Trust and Brad Houtkin, the
Company's two controlling stockholders (collectively, the "Sellers"), pursuant
to which the Purchaser agreed to acquire 7,258,750 shares of common stock
representing approximately 98.75% of the company's issued and outstanding common
stock (the "Shares") for $325,000. The acquisition consummated July 27, 2018,
resulting in a change of control of the Company.
In connection with the acquisition, Mr. Brad Houtkin resigned from his positions
as President, CEO, Treasurer and Director of the Company, Mr. Michael Houtkin
resigned from his positions as the Secretary and Director of the Company, and
Ms. Sherry Houtkin resigned as the Director of the Company. Their resignations
were not due to any dispute or disagreement with the Company on any matter
relating to the Company's operations, policies or practices. Effective August 6,
2018, the Board of Directors of the Company appointed Jiangou Wei to serve as
the sole Director, CEO, President and Treasurer of the Company, and Ge Gao as
the Corporate Secretary of the Company.
Mr. Jiangou Wei and Tan Ying Lok are also parties to that certain Call Option
Agreement, dated June 22, 2018, pursuant to which Mr. Lok granted Mr. Wei the
option to purchase all shares of common stock of the Company held by Mr. Lok at
a purchase price of RMB 200,000. The option to purchase expires June 21, 2023.
The foregoing description of the Call Option Agreement is qualified in its
entirety by reference to the Call Option Agreement, which is filed as Exhibit
10.1 to this Quarterly Report and incorporated herein by reference.
On July 6, 2018, the Board of Directors of the Company (i) declared a cash
dividend in an aggregate amount of $181,996, or an average of $0.024760 per
share, payable to stockholders of record on July 16, 2018, and (ii) approved an
amendment to the Company's Certificate of Incorporation to change the Company's
name to Evergreen International, Corp, which amendment was filed with the
Secretary of State of the State of Delaware on July 13, 2018 and became
effective July 20, 2018.
On October 20, 2020, Jianguo Wei, our Chief Executive Officer, President,
Treasurer and Director, entered into an Acquisition Agreement with Shanghai
Yuyue Enterprise Management Consulting Co., Ltd. ("SYEM") pursuant to which Mr.
Wei agreed to sell all 7,258,750 shares held by Tan Ying Lok, constituting
approximately 98.75% of the Company, to SYEM for aggregate cash consideration of
$200,000. Mr. Wei was authorized to enter into the Acquisition Agreement on
behalf of Mr. Lok pursuant to an Authorization Letter dated October 20, 2020.
The acquisition consummated October 20, 2020, and the parties are the in process
of transferring the shares to SYEM. The foregoing description of the Acquisition
Agreement and Authorization Letter are qualified in their entirety by reference
to the such agreement and letter, which are filed as Exhibits 10.2 and 10.3 to
this Quarterly Report and incorporated herein by reference.
In connection with the sale of securities to SYEM, Mr. Jianguo Wei resigned as
President, Chief Executive Officer and Chief Financial officer, and Mr He
Baobing and Mr. Cui Weinming were appointed as the Company's Chief Executive
Officer and Chief Financial Officer, respectively, effective October 20, 2020.
Mr. Wei continues to serve as our sole director.
8
Currently, the Company only possesses minimal assets and liabilities with no
substantial business operations. There were no significant revenues or positive
cash flows for the three months ended July 31, 2020. The Company's management
efforts are focused on seeking out a new and profitable operating business with
strong growth potential. Unless and until the Company's successful acquisition
of an operating business, we expect our expenses to consist of legal fees,
accounting fees, and administrative costs related to maintaining a public
company.
On October 22, 2020, the Board and the Majority Stockholder took action by
written consent to approve an amendment to the Company's Articles of
Incorporation to change its corporate name to Liaoning Shuiyun Qinghe Rice
Industry Co., Ltd. and to change the ticker symbol of the Common Stock to SYQH.
These changes are currently pending and awaiting regulatory approval.
Critical Accounting Policies and Significant Judgments and Estimates
The Securities and Exchange Commission ("SEC") issued disclosure guidance for
"critical accounting policies." The SEC defines "critical accounting policies"
as those that require the application of management's most difficult, subjective
or complex judgments, often as a result of the need to make estimates about the
effect of matters that are inherently uncertain and may change in subsequent
periods.
Our significant accounting policies are described in the Notes to these
unaudited condensed financial statements. Currently, based on the Company's
limited activity, we do not believe that there are any accounting policies that
require the application of difficult, subjective or complex judgments.
Results of Operations
Since we discontinued our wood products business in 2003, we have had no sales
revenue, including during the three months periods ended July 31, 2020 and 2019.
Three Months Ended July 31, 2020 Compared to the Three Months Ended July 31,
2019
Selling, general and administrative expenses ("operating expenses") were $18,205
for the three months ended July 31, 2020, as compared to $23,971 for the same
period in 2019. These expenses primarily consist of professional fees and public
filing expenses.
For the three months ended July 31, 2020, we had a net loss of $18,205, as
compared to a net loss of $23,971 for the same period ended July 31, 2019. The
decrease in net loss during the three months ended July 31, 2020 is primarily
due to a slight decrease in professional fees.
Liquidity and Capital Resources
As of July 31, 2020, we had a working capital deficit of $96,955, compared to a
working capital deficit of $78,750 as of April 30, 2020. As of July 31, 2020 and
April 30, 2020, we had $785 of cash.
The Company's operating activities did not use any cash for the three months
ended July 31, 2020 and 2019.
The Company did not engage in any investing activities for the three months
ended July 31, 2020 and 2019.
The Company's financing activities did not use any cash for the three months
ended July 31, 2020 and 2019.
9
We are a shell company with no revenue generating activities. We anticipate that
our operating activities will generate negative net cash flow during the
remaining fiscal year of 2021. The success of our business plan is dependent
upon the availability of additional capital resources on terms satisfactory to
management as we are not generating sufficient revenues from our business
operations. Our sources of capital in the past have included the sale of equity
securities, which include common stock sold in private transactions and
stockholder advances. There can be no assurance that we can raise such
additional capital resources on satisfactory terms. We believe that our current
cash and other sources of liquidity discussed above are adequate to support
operations for at least the next 12 months. We anticipate continuing to rely on
equity sales of our common shares and shareholder advances in order to continue
to fund our business operations. Issuances of additional shares will result in
dilution to our existing shareholders. There is no assurance that we will
achieve any additional sales of our equity securities or arrange for debt or
other financing to fund our plan of operations.
Off-Balance Sheet Arrangements
We do not have any transactions, agreements or other contractual arrangements
that constitute off-balance sheet arrangements.
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