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.





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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.





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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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