Adveco Group Inc. - Quarter Report: 2019 March (Form 10-Q)

advv_10q.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

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

For the quarterly period ended March 31, 2019

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

COMMISSION FILE NO. 333-216143

Adveco Group Inc.

(Exact name of registrant as specified in its charter)

Nevada		98-1326996
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

No. 88, Group 5, Cheqiao Village Luhe New District, Jingmen City, Hubei, China		050061
(Address of principal executive offices)		(Zip Code)

(86) 0724-6702631

(Address and telephone number of principal executive offices)

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 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 ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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 ¨ No x

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A

As of May 15, 2019, there were 434,073,648 shares of common stock, $0.001 par value outstanding.

TABLE OF CONTENTS

		Page
		Number
PART I.

ITEM 1.	Financial Statements (unaudited)	3

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	20

ITEM 4.	Controls and Procedures	20

PART II.

ITEM 1.	Legal Proceedings	21

ITEM 1A.	Risk Factors	21

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

ITEM 3.	Defaults Upon Senior Securities.	21

ITEM 4.	Mine Safety Disclosures.	21

ITEM 5.	Other Information.	21

ITEM 6.	Exhibits	22

Signatures		23

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Our unaudited interim financial statements for the three-month period ended March 31, 2019 form part of this quarterly report. They are stated in United States Dollars (USD $) and are prepared in accordance with United States Generally Accepted Accounting Principles.

ADVECO GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS

	MARCH 31, 2019			DECEMBER 31, 2018
	(UNAUDITED)			(AUDITED)
ASSETS
Current Assets
Cash and cash equivalents	$	61,553		$	33,340
Accounts receivable		29,114			5,991
Other receivables		74,541			11,274
Inventory		910,282			696,570
Advances and prepayments to suppliers		685,893			143,411
Prepaid expenses, taxes and other current assets		174,727			160,602
Related party receivable		64,243			76,460
Total current assets		2,000,353			1,127,648
Non-current Assets
Property, plant and equipment, net		901,209			895,273
Construction in progress, net		5,330,641			5,010,721
Intangible assets, net		2,459,307			2,413,826
Other assets and goodwill		14,439			4,363
Total Assets	$	10,705,949		$	9,451,831

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Short term bank loans	$	208,610		$	261,763
Accounts payable		1,010,586			943,756
Taxes payable		57,274			49,475
Other payable		107,700			127,614
Accrued liabilities and expenses		69,465			116,535
Customer advances and deposits		495,611			24,905
Related party payable		18,994,156			17,034,755
Total current liabilities		20,943,402			18,558,803
Total Liabilities		20,943,402			18,558,803

Stockholders’ Deficit
Common stock, $0.001 par value, 2,000,000,000 shares authorized; 434,073,648 shares issued and outstanding		434,074			434,074
Additional paid in capital		2,869,890			2,869,890
Accumulated deficit		(13,556,347	)		(12,648,527	)
Accumulated other comprehensive income		33,767			255,629
Non-controlling interest		(18,837	)		(18,038	)
Total Stockholders’ Deficit		(10,237,453	)		(9,106,972	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	10,705,949		$	9,451,831

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ADVECO GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	THREE MONTHS ENDED MARCH 31, 2019			THREE MONTHS ENDED MARCH 31, 2018

Net revenues	$	342,880		$	84,596
Cost of revenues		260,912			62,527
Gross profit		81,968			22,069

Operating expenses:
Selling and marketing expenses		257,079			67,465
General and administrative expenses		739,917			553,921
Total operating expenses		996,996			621,386

Operating loss		(915,028	)		(599,317	)

Other income (expenses):
Interest income		-			8
Interest expense		(4,069	)		(6,373	)
Other income		10,478			143
Other expenses		-			(1,461	)
Total other income and (expenses)		6,409			(7,683	)

Loss before taxes from operations		(908,619	)		(607,000	)

Provision for income taxes
		-			-
Net loss	$	(908,619	)	$	(607,000	)

Other comprehensive loss:
Foreign currency translation loss		(221,862	)		(154,595	)
Comprehensive loss	$	(1,130,481	)	$	(761,595	)

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ADVECO GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	MARCH 31, 2019			MARCH 31, 2018
Cash flows from operating activities

Net loss	$	(908,619	)	$	(607,000	)
Amortization		16,979			16,755
Depreciation		57,418			38,788
(Increase)/decrease in accounts and other receivables		(85,492	)		398,563
Increase in inventory		(195,467	)		(110,151	)
(Increase) in prepayments and other current assets		(546,096	)		(252,937	)
Increase in payables and other current liabilities		447,483			113,908
Net cash used in operating activities		(1,213,794	)		(402,074	)

Cash flows from investing activities
Purchase of plant and equipment and construction in progress		(236,774	)		(494,157	)
Purchase of intangible assets		(12,981	)		-
Payments for security deposits		-			-
Net cash used in investing activities		(249,755	)		(494,157	)

Cash flows from financing activities
Proceeds from injection of capital by owners		-			-
Repayment of borrowings		(59,275	)		(223,746	)
Changes in related party balances, net		1,550,118			1,003,963
Net cash provided by financing activities	$	1,490,843		$	780,217

Net increase/(decrease) of cash and cash equivalents		27,294			(116,014	)

Effect of foreign currency translation on cash and cash equivalents		919			1,249

Cash and cash equivalents–beginning of year		33,340			155,244

Cash and cash equivalents–end of year	$	61,553			40,479

Supplementary cash flow information:
Interest received	$	-		$	8
Interest paid	$	4,069		$	6,373
Income taxes paid	$	-		$	-

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1. Organization and Principal Activities

ADVECO GROUP INC. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on September 20, 2016. The Company did not have operations that generated revenues and positive cash flows; however, the Company’s management has been reviewing investment opportunities.

On March 22, 2018, the Company filed a Certificate of Amendment with the State of Nevada to increase its authorized shares to 2,000,000,000.

On May 9, 2018, the Company entered into share exchange agreement by and among Sunny Taste Group Inc. (“STGI”) and its shareholders: 1.) Zhang Hua, 2.) Chen Hao Development Co., Ltd. and 3.) Shengjie Development Co., Ltd. whereby the Company newly issued 427,568,548 shares of its common stock in exchange for all the outstanding shares in STGI. This transaction has been accounted for a reverse takeover transaction and a recapitalization of the Company whereby the Company, the legal acquirer, is the accounting acquiree, and STGI, the legal acquiree, is the accounting acquirer.

Sunny Taste Group Inc. (“STGI”) is a limited company incorporated in the British Virgin Islands on August 24, 2017. The Company is an investment holding company. Its primary business activities are conducted through its wholly owned subsidiaries in the Hubei province in the People’s Republic of China (“PRC”). The Company primarily grows and sells a variety of agricultural products to local customers.

Sunny Taste International Development Co., Ltd. (“STID”) is a limited company incorporated in the British Virgin Islands on August 24, 2017. It is a wholly owned subsidiary of STGI.

Sunny Taste (Hong Kong) Co., Limited (“STHK”) was incorporated on September 2, 2016 in Hong Kong with limited liability. It is a wholly owned subsidiary of STID.

On November 1, 2017, Jingmen Wingspread Agriculture Company Limited (“JWAC”) was incorporated as a wholly owned foreign entity in the PRC. It is a wholly owned subsidiary of STHK.

Hubei Chenyuhui Agriculture Technology Company Limited (“HCAT”) was incorporated on October 30, 2012. It was acquired by JWAC on March 30, 2018; accordingly, HCAT became a wholly owned subsidiary of JWAC.

On April 28, 2017, HCAT registered Hubei Hongxintai Agriculture Company Limited (“HHXT”) as a branch office.

2. Summary of Significant Accounting Policies

Method of accounting

Management has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in the United States of America; the Company maintains its general ledger and journals with the accrual method accounting.

Use of estimates

The preparation of the financial statements requires management to make estimates and assumptions that affect the 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 reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates.

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Cash and cash equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less, and unencumbered bank deposits to be cash equivalents.

Accounts receivables

Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off against allowances.

Inventories

Inventories consist of raw materials and finished goods are stated at the lower of cost or market value. Finished goods costs include: materials, direct labor, inbound shipping costs, and allocated overhead. The Company applies the weighted average cost method to its inventory.

Advances and prepayments to suppliers

The Company makes advance payment to suppliers and vendors for the procurement of raw materials. Upon physical receipt and inspection of the raw materials from suppliers the applicable amount is reclassified from advances and prepayments to suppliers to inventory.

Plant and equipment

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. The Company’s typically applies a salvage value of 0% to 10%. The estimated useful lives of the plant and equipment are as follows:

Landscaping, plant and tree		1-3 years
Machinery and equipment		5-10 years

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized.

Intangible assets

Intangible assets are carried at cost less accumulated amortization. Amortization is provided over their useful lives, using the straight-line method. The estimated useful lives of the intangible assets are as follows:

Land use rights		20-40 years
Software licenses		5-10 years
Trademarks		20-40 years

Construction in progress and prepayments for equipment

Construction in progress and prepayments for equipment represent direct and indirect acquisition and construction costs for plants, and costs of acquisition and installation of related equipment. Amounts classified as construction in progress and prepayments for equipment are transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. Depreciation is not provided for assets classified in this account.

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Accounting for the impairment of long-lived assets

The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry, introduction of new technologies, or if the Company has inadequate working capital to utilize the long-lived assets to generate the adequate profits. Impairment is present if the carrying amount of an asset is less than its expected future undiscounted cash flows.

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed are reported at the lower of the carrying amount or fair value less costs to sell.

Statutory reserves

Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital.

Foreign currency translation

The accompanying financial statements are presented in United States dollars. The functional currencies of the Company are in Renminbi (RMB). The Company’s assets and liabilities are translated into United States dollars from RMB at year-end exchange rates, and its revenues and expenses are translated at the average exchange rate during the year. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

	2019		2018
Year end RMB: US$ exchange rate		6.7111		6.8764
Annual average RMB: US$ exchange rate		6.7482		6.6146

The RMB is not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions.

Revenue recognition

The Company recognizes revenue when all the following criteria have been met: it has negotiated the terms of the transaction with the customer which includes setting a fixed sales price, it has transferred of possession of the product to the customer, the customer does not have the right to return the product, the customer is able to further sell or transfer the product onto others for economic benefit without any other obligation to be fulfilled by the Company, and the Company is reasonably assured that funds have been or will be collected from the customer. The Company's the amount of revenue recognized to the books reflects the value of goods invoiced, net of any value-added tax (VAT) or excise tax.

Advertising

All advertising costs are expensed as incurred.

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Shipping and handling

All outbound shipping and handling costs are expensed as incurred.

Research and development

All research and development costs are expensed as incurred.

Retirement benefits

Retirement benefits in the form of mandatory government sponsored defined contribution plans are charged to the either expenses as incurred or allocated to inventory as part of overhead.

Income taxes

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

Comprehensive income

The Company uses FASB ASC Topic 220, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders.

Earnings per share

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive effects of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warrants are calculated using the treasury stock method. Securities that are potentially an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Financial instruments

The Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

	·	Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets.

	·	Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	·	Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

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Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Recent accounting pronouncements

In January 2017, the FASB issued guidance which simplifies the accounting for goodwill impairment. The updated guidance eliminates Step 2 of the impairment test, which requires entities to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value, determined in Step 1. The Company is currently evaluating the impact on the financial statements of this guidance.

In January 2017, the FASB amended the existing accounting standards for business combinations. The amendments clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company is currently evaluating the impact on the financial statements of this guidance.

In November 2016, the FASB issued guidance, which addresses the presentation of restricted cash in the statement of cash flows. The guidance requires entities to show the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

In October 2016, the FASB issued guidance, which amends the existing accounting for Intra-Entity Transfers of Assets Other Than Inventory. The guidance requires an entity to recognize the income tax consequences of intra-entity transfers, other than inventory, when the transfer occurs The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

In August 2016, the FASB issued guidance, which amends the existing accounting standards for the classification of certain cash receipts and cash payments on the statement of cash flows. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

In June 2016, the FASB issued guidance, which requires credit losses on financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

In February 2016, the FASB issued guidance, which amends the existing accounting standards for leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification. Under the new guidance, a lessee will be required to recognize assets and liabilities for all leases with lease terms of more than twelve months. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

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In January 2016, the FASB issued guidance, which amends the existing accounting standards for the recognition and measurement of financial assets and financial liabilities. The updated guidance primarily addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

3. Trade Receivables

The Company extends credit terms of 15 to 60 days to the majority of its domestic and international customers, which include third-party distributors and wholesalers.

4. Plant and Equipment

	2019			2018
At Cost:
Machinery and equipment	$	533,957		$	354,722
Vehicle		200,460			199,216
Building		230,500			102,318
Furniture and fixtures		286,887			231,248
	$	1,251,804		$	1,181,091

Less: Accumulated depreciation		(350,595	)		(285,818	)

	$	901,209		$	895,273

Depreciation expense for the three months ended March 31, 2019 and 2018 was $57,418 and $38,788, respectively.

5. Intangible Assets

	2019			2018
At Cost:
Land use rights		2,595,398			2,532,992
Software licenses		5,858			5,718
Trademark		7,641			4,447
Patents		22,351			21,813
	$	2,631,248		$	2,564,970

Less: Accumulated depreciation		(171,941	)		(151,144	)

	$	2,459,307		$	2,413,826

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6. Bank Loans

The Company had outstanding short-term loans with following financial institutions as detailed in the table below:

Lender	Due Date	Interest rate			2019		2018
Bank of Communications – Jinmen Branch	3/21/2019		10.50	%				261,841.53
Bank of Communications – Jinmen Branch	13/3/2020		6.09	%		208,609.62		-
						208,609.62		261,841.53

The loans from Bank of Communications by were guaranteed by Hubei Jinzhuan Guarantee Corporation Limited.

7. Related Party Transactions

At March 31, 2019 and December 31, 2018, the Company lent funds to the following related parties; these loans were unsecured and non-interest bearing.

Entity	2019		2018		Relationship
Jinmen Xintai Vegetable Cultivation Professional Cooperative	$	431	$	74	Common Control
Hubei Ruizhe Agricultural Co., Ltd.		43		-
Desheng Chen		279		5,480	Relative to CEO
Xiangyi Yang		1,788		-	Relative to CEO
Hubei Chenyuhui Retail Store		49,830		40,152	Common Control
Jingmen Xintai Asset Management Co., Ltd.		11,872		275	Relative to CEO
Jinmen Xintai Cultural Development Co., Ltd.		-		30,479	Common Control
		64,243	$	76,460

At March 31, 2019 and December 31, 2018, the Company owed funds to the following related parties. These advances were unsecured and non-interest bearing and due on demand:

Entity	2019		2018		Relationship
Jinmen Xintai Vegetable Cultivation Professional Cooperative	$	8,428	$	4,616	Common Control
Jinmen Quntai Agriculture Technology Corporation		14,319		13,975	Common Control
Jinmen Shanzhiwei Chuqin Livestock Professional Cooperative		113,391		-	Common Control
Hubei Chenyuhiu Retail Store		71,062		45,892	Common Control
Jinmen Yutai Agricultural Technology Corporation		29,592		28,881	Common Control
Hua Zhang		18,636,602		16,868,121	Chief Executive Officer
Xuebing Ma		120,762		73,270	Relative to CEO
	$	18,994,156	$	17,034,755

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8. Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary 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 the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Our effective tax rate for fiscal year 2019 will be 21%, which we expect to be fairly consistent in the near term. Our tax rate may also be affected by discrete items that may occur in any given year, but are not consistent from year to year. Income taxes are calculated and accrued for U.S. taxes only.

The Company’s subsidiaries formed in the British Virgin Islands is not subject to tax on its income or capital gains. In addition, upon payments of dividends by the Company to its shareholders, no withholding tax is imposed.

The Company’s subsidiary formed in Hong Kong is subject to the profits tax rate at 16.5% for income generated and operation in the special administrative region.

The Company’s subsidiaries incorporated in the PRC are subject to profits tax rate at 25% for income generated and operation in the country.

The full realization of the tax benefit associated with the carry forward depends predominantly upon the Company’s ability to generate taxable income during the carry forward period.

The Company’s subsidiaries incorporated in the PRC has unused net operating losses (“NOLs”) available for carry forward to future years for PRC income tax reporting purposes up to five years. The Company recorded a deferred tax asset in the amount of $0 at March 31, 2019.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

9. Commitments

The Company enters into land lease with rural townships for its plantations to grow agricultural products. The contracts are entered into and paid on a year to year basis. The Company does not have any non-cancelable lease agreements.

Pledges

The Company had provided unconditional guarantees to Hubei Shayang Rural Bank and Shayang District Li City Rural Credit Cooperative for loans provided to certain related parties. At March 31, 2019 and December 31, 2018, the outstanding loans balances owed to Hubei Shayang Rural Bank and Shayang District Li City Rural Credit Cooperative were $856,950 and $403,629, respectively. The maximum amount of loss if the related parties become insolvent would be $856,950 and $403,629.

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10. Risks

	A.	Credit risk

		The Company’s deposits are made with banks located in the PRC. They do not carry federal deposit insurance and may be subject to loss of the banks become insolvent. Since the Company’s inception, the age of account receivables has been less than one year indicating that the Company is subject to minimal risk borne from credit extended to customers.

	B.	Interest risk

		The company is subject to interest rate risk when short term loans become due and require refinancing.

	C.	Economic and political risks

		The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC.

		The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

	D.	Environmental risks

		The Company has procured environmental licenses required by the PRC government. The Company has both a water treatment facility for water used in its production process and secure transportation to remove waste off site. In the event of an accident, the Company has purchased insurance to cover potential damage to employees, equipment, and local environment.

	E.	Inflation Risk

		Management monitors changes in prices levels. Historically inflation has not materially impacted the company’s financial statements; however, significant increases in the price of raw materials and labor that cannot be passed to the Company’s customers could adversely impact the Company’s results of operations.

11. Subsequent Events

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has evaluated subsequent events from March 31, 2019 through the date the financial statements were available to be issued and has determined that there are not any material subsequent events that require disclosure.

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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Overview

On March 22, 2018, the Company filed a Certificate of Amendment with the State of Nevada to increase its authorized shares to 2,000,000,000.

Sunny Taste International Development Co., Ltd. (“STID”) is a limited company incorporated in the British Virgin Islands on August 24, 2017. It is wholly owned subsidiary of STGI.

Sunny Taste (Hong Kong) Co., Limited (“STHK”) was incorporated on September 2, 2016 in Hong Kong with limited liability. It is a wholly owned subsidiary of STID.

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On November 1, 2017 Jingmen Wingspread Agriculture Company Limited (“JWAC”) was incorporated as wholly owned foreign entity in the PRC. It is a wholly owned subsidiary of STHK.

Hubei Chenyuhui Agriculture Technology Company Limited (“HCAT”) was incorporated on October 30, 2012. It was acquired by JWAC on or about March 30, 2018; accordingly, HCAT became a wholly owned subsidiary of JWAC.

On April 28, 2017, HCAT registered Hubei Hongxintai Agriculture Company Limited. (“HHXT”) as a branch office.

Results of Operations

Comparison of Three Months Ended March 31, 2019 and 2018

Revenues

During the three-month period ended March 31, 2019, we have generated $342,880 in revenue compared to that of $84,596 during the three-month period ended March 31, 2018.

Cost of Revenues

We have incurred $260,912 and $62,527 in cost of revenues for the three months ended March 31, 2019 and 2018, respectively.

Selling and Marketing Expenses

During the three months ended March 31, 2019, we have incurred $257,079 in selling and marketing expenses compared to that of $67,465 during the three months ended March 31, 2018. The selling and marketing expenses primarily consisted of salary expenses, advertisement expenses and depreciation.

General and Administrative Expenses

During the three months ended March 31, 2019, we have incurred $739,917 in general and administrative expenses compared to that of $553,921 during the three months ended March 31, 2018. The general and administrative expenses mainly consisted of salary expenses, bad debt expenses and commissions.

Net Loss

Our net loss for the three months ended March 31, 2019 was $908,619 compared to that of $607,000 for the three months ended March 31, 2018.

Liquidity and Capital Resources

Working capital	March 31, 2019			December 31, 2018
Total current assets	$	2,000,353		$	1,127,648
Total current liabilities		20,943,402			18,558,803
Working capital surplus/(deficiency)	$	(18,943,049	)	$	(17,431,155	)

Total stockholders’ deficit for the three-month period ended March 31, 2019 and the year ended December 31, 2018 was $(10,237,453) and $(9,106,972), respectively. To date, we have financed our operations primarily from either advancements or the issuance of equity and debt instruments.

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

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Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially limit our business operations.

	Three Months Ended March 31,
	2019			2018
Net cash used in operating activities	$	(1,213,794	)	$	(402,074	)
Net cash used in investing activities		(249,755	)		(494,157	)
Net cash provided by financing activities		1,490,843			780,217
Net increase (decrease) in cash and cash equivalents		27,294			(116,014	)
Effect on foreign currency translation on cash and cash equivalents		919			1,249
Cash and cash equivalents at the beginning of period		33,340			155,244
Cash and cash equivalents at the end of period	$	61,553		$	40,479

Operating Activities

For the three months ended March 31, 2019, net cash used in operating activities was $1,213,794 consisting of a net loss of $908,619, amortization and depreciation expenses of $74,397, an increase in accounts and other receivables of $85,492, an increase in inventory of $195,467, an increase in prepayments and other current assets of $546,096 and an increase in payables and other current liabilities of $447,483. Net cash used in operating activities for the three-month period ended March 31, 2018 was $402,074 consisting of a net loss of $607,000, amortization and depreciation expenses of $55,543, a decrease in accounts and other receivables of $398,563, an increase in inventory of $110,151, an increase in prepayments and other current assets of $252,937 and an increase in payables and other current liabilities of $113,908.

Investing Activities

Net cash used in by investing activities for the three-month period ended March 31, 2019 was $249,755 consisting of purchases of plant and equipment and construction in progress of $236,774 and intangible assets of $12,981. Net cash used in purchasing fixed assets for the three-month period ended March 31, 2018 was $494,157 for purchases of plant and equipment and construction in progress.

Financing Activities

Net cash provided by financing activities for the three-month period ended March 31, 2019 was $1,490,843 consisting of a repayment of borrowings of $59,275 and an increase in related party balances of $1,550,118. Net cash provided by financing activities for the three-month period ended March 31, 2018 was $780,217 consisting of a repayment of borrowings of $223,746 and an increase in related party balances of $1,003,963.

Inflation

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in our industry and continually maintain effective cost control in operations.

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Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

Critical Accounting Policies

Method of accounting

Use of estimates

Plant and equipment

Landscaping, plant and tree		1-3 years
Machinery and equipment		5-10 years

Intangible assets

Land use rights		20-40 years
Software licenses		5-10 years
Trademarks		20-40 years

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Foreign currency translation

	2019		2018
Year end RMB: US$ exchange rate		6.7111		6.8764
Annual average RMB: US$ exchange rate		6.7482		6.6146

The RMB is not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions.

Revenue recognition

The Company recognizes revenue when all the following criteria have been met: it has negotiated the terms of the transaction with the customer which includes setting a fixed sales price; it has transferred of possession of the product to the customer; the customer does not have the right to return the product; the customer is able to further sell or transfer the product onto others for economic benefit without any other obligation to be fulfilled by the Company; and the Company is reasonably assured that funds have been or will be collected from the customer. The Company's the amount of revenue recognized to the books reflects the value of goods invoiced, net of any value-added tax (VAT) or excise tax.

Recent accounting pronouncements

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Control and Procedures.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 1A. RISK FACTORS.

Not applicable to a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no issuance of options or shares, registered or not, during three-month period ended March 31, 2019.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the three-month period ended March 31, 2019.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Number		Description

3.1*		Certificate of Incorporation (Incorporated by reference to the Form S-1, Exhibit 3.1, filed on February 21, 2017)

3.2*		Articles of Amendment (Incorporated by reference to the Form 8-K, Exhibit 3.1, filed on March 23, 2018)

3.3*		Bylaws (Incorporated by reference to the Form S-1, Exhibit 3.2, filed on February 21, 2017)

31.1**		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)

31.2**		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)

32.1***		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350

32.2***		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

___________

*	Previously filed
**	Filed herewith.
***	In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	ADVECO GROUP INC.

Dated: May 15, 2019	By:	/s/ Cheung Wa
		Cheung Wa
		Chairman of the Board of Directors