GSG GROUP INC. - Quarter Report: 2017 September (Form 10-Q)

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 September 30, 2017

o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 333-209903

18/F Canadia Bank Tower, No. 315, Ang Doung St, Corner Monivong Blve, Phnom Penh, Cambodia.

Tel: +85523962303

(Address and telephone number of principal executive offices)

WIKE CORP.

(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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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 ¨

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,060,000 common shares issued and outstanding as of November 14, 2017.

GSG GROUP INC.

(FORMERLY KNOWN AS WIKE CORP.)

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

GSG GROUP INC.

(FORMERLY KNOWN AS WIKE CORP.)

BALANCE SHEETS

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

GSG GROUP INC.

(FORMERLY KNOWN AS WIKE CORP.)

STATEMENTS OF OPERATIONS

(Unaudited)

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

GSG GROUP INC.

(FORMERLY KNOWN AS WIKE CORP.)

STATEMENTS OF CASH FLOWS

(Unaudited)

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

GSG GROUP INC.

(FORMERLY KNOWN AS WIKE CORP.)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

September 30, 2017

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

On April 6, 2017, Corina Safaler, the Company’s former Director and CEO, completed a transaction with Wentao Zhao, by which Mr. Zhao acquired 4,500,000 shares of common stock, representing 74% ownership of the Company. On the same date, the shareholders of the Company voted Sreyneang Jin as Director and CEO, and Gim Hooi Ooi as CFO. The new management decided to cease the existing business of printing ornamental ribbons and explore new business plan that will generate sufficient cash flows and profits to the Company. The Company has leased a new office at 18/F Canadia Bank Tower, No. 315, Ang Doung St, Corner Monivong Blve, Phnom Penh, Cambodia for future business.

On August 17, 2017, the Board of Directors of the Company approved that the Company changed its name to GSG Group Inc. and the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Nevada Secretary of State. The name change was approved by the Financial Industry Regulatory Authority ("FINRA") on September 15, 2017.

NOTE 2 – GOING CONCERN

Management anticipates that the Company will be dependent, for the near future, on borrowings from related party to fund operating expenses. In light of management’s efforts, there are no assurances that the Company will be successful in any of its endeavors or become financially viable and continue as a going concern. 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 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim 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 year ended December 31, 2016 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim 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 nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles 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 amount of revenues and expenses during the reporting period. The management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates.

GSG GROUP INC.

(FORMERLY KNOWN AS WIKE CORP.)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

September 30, 2017

Fair Value of Financial Instruments

ASC topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

The carrying amounts of cash, prepaid expenses and accrued expenses and other payables approximate their fair value due to their relatively short-term maturity.

Related Party Transaction

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Revenue Recognition

The Company will recognize revenue in accordance with ASC topic 605 “Revenue Recognition”. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

GSG GROUP INC.

(FORMERLY WIKE CORP.)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

September 30, 2017

NOTE 4 – Related Party Transactions

During the nine months ended September 30, 2017 and 2016, the Company borrowed $20,977 and $1,950 from Corina Safaler, the Company’s former President and Director, respectively, for operating expenses payments. On April 6, 2017, Corina Safaler completed a transaction with Wentao Zhao, by which Wentao Zhao acquired 4,500,000 shares of common stock, representing 74% ownership of the Company. Wentao Zhao paid $305,000 in cash and both parties agreed all the assets and liabilities of the Company as of April 6, 2017 were assumed by Corina Safaler. As a result of the change in ownership on April 6, 2017, all previous assets including cash in bank of $103 were assumed by Corina Safaler and she waived the entire outstanding loan of $23,336 owed to her. The net liabilities in the amount of $13,286 forgiven by Corina Safaler was recorded by the Company as additional paid-in capital.

During the nine months ended September 30, 2017, the Company borrowed cash of $51,611 from Sreyneang Jin, CEO and Director of the Company, for operating purpose and repaid in the amount of $49,903. During the nine months ended September 30, 2017, Sreyeang Jin paid operating expenses of $44,381 on behalf of the Company. The borrowings from and expenses paid by Sreyeang Jin are unsecured, non-interest bearing and due on demand.

On May 12, 2017, Great Strength Global Limited (“GSGL”), a company registered in British Virgin Island and 100% owned by Gim Hooi Ooi, CFO of the Company, entered into a lease agreement for an online virtual office located in Phnom Penh, Cambodia, currently solely utilized by the Company. The lease covers the period from May 1, 2017 to April 30, 2018. Monthly rent for the office is $164 with consumption tax included and is paid by the Company.

GSG GROUP INC.

(FORMERLY KNOWN AS WIKE CORP.)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

September 30, 2017

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company had a one-year rental agreement with Mauricio Polito, covering from September 17, 2016 to September 17, 2017. Monthly payment was in the amount of $200. This was a 30-square-meter facility located at Via Lodovico Berti, 40131, Bologna, Italy, which tenant shall use and occupy only for manufacturing purpose. The Company didn’t renew the agreement when it expired on September 17, 2017.

In May 2017, the Company leased an online virtual office in Cambodia with monthly payment of $164 including consumption tax through GSGL. See Note 4 for details.

NOTE 6 – SUBSEQUENT EVENTS

On October 19, 2017, the Company approved a forward stock split, whereby every one (1) share of the common stock is automatically reclassified and changed into five (5) shares (the five-to-one “Forward Stock Split”). The authorized number of shares and par value per share will not be changed. As of the filing date of this report, the Forward Stock Split is subject to the approval of the FINRA. The share information in the financials has not reflected the Forward Stock Split. 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward looking statement notice

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

General

GSG Group Inc. (formerly known as Wike Corp.) was incorporated in the State of Nevada on November 11, 2014 and established a fiscal year end of December 31. We have generated limited revenues, have minimal assets and have incurred losses since inception. We were formed to commence operations in ornamental ribbons production, such as printing on ribbons. Effective September 6, 2017, the Company changed its name from WIKE Corp. to GSG Group Inc.. The change of name had been approved by Financial Industry Regulatory Authority on September 15, 2017.

The Company has a new office at 18/F Canadia Bank Tower, No. 315, Ang Doung St, Corner Monivong Blve, Phnom Penh, Cambodia as our new office for the future business after change of management. The lease was signed by Great Strength Global Limted, a company which is 100% owned by Gim Hooi Ooi, CFO of the Company. The office is, however, 100% used by the Company. All rent expenses have been and will be paid by the Company.

Product

Prior to change in control of the Company, our product can be represented by range of goods using printing machines that we have purchased. Products include, but not limited to: ribbons, notebooks, plastic items and other printed goods of that kind, but we specialize only on ribbons printing until our business will be well established and successful. Maximum printing heights is 350 mm, which widens the range of products we can print images on images, gifts packing, personalized greeting cards and ribbons. Initially we plan to enter the market with ornamental ribbons assortment. We plan to produce ornamental ribbons with different size and color for gift making industry and gift-wrapping, weddings, anniversaries also for other related products and events requested by the customer. In this prospectus you can find the additional information attached about our future products, which will be offered to the potential customer. Wike Corp. specializes in printing on personalized ribbons, oriented on the potential customers. With ornamental ribbons you can complete decoration with the ability of printing a personalized message or corporate logos on to the ribbons, making it the perfect finishing touch. Personalized ribbon is a wonderful addition to any gift, or an ideal way to wrap oversized and difficult to wrap items, great for Christmas, birthdays, Valentine’s Day, Mother’s Day and much more. Whatever the occasion, whatever the gift, beautiful presentation can be present from the simplest offering into a special treasure with our printed ribbons.

However, after the change of control and management on April 6, 2017, the Company had ceased the existing business and is currently exploring a new business plan to generate revenue.

Industrial printing machine

Prior to the change of management, we purchased fully automated industrial printing machine for printing on most surfaces, especially on ribbons. The printing machine does not require high technical skills for product manufacture. The set of printing machine includes the machine itself and all raw materials necessary for setting up and testing. The cost of one machine includes prime cost, delivery cost, customs clearance and insurance. With the change in management and controlling shareholder on April 6, 2017, all assets and liabilities were assumed by the former Director/CEO, Corina Safaler. The Company did not possess any printing machines as of September 30, 2017.

Raw Materials

Before the change of management on April 6, 2017, in our production, we used quality raw materials and were able to provide the premium quality of the offered product. We purchased our raw materials from the same vendor as printing machine. Our supplier offered a range of raw materials such as wax/resin ribbon for thermal printing and the same supplier provided us with ribbons from 7mm to 100mm wide, in a huge variety of colors with different quality. The price depended on the quality of ribbons and complexity of printing. We did not have any raw materials as of September 30, 2017 as the management decided to cease the operations in commercial printing after the change of management.

Target market

Prior to the change in management, our product was unique enough to get any market segments interested. We can determine two different directions our product can cover - corporate and private. By corporate we mean large and small companies, which always care much about image and update company information, highlight upcoming promotional events using printed products, such as any kind of event companies which could use our products for their direct activities, competitions etc. By private we mean any private events, where memorable gifts can be suitable. Weddings, birthdays, and anniversaries – any cases of any scale can become even more memorable with printed ribbons on a present for example. The Company was able to offer any type of client the printed ribbons that can meet their special requirements. We were look for the potential customer through Internet by calling and writing emails with offering our products. We primarily offered them in the market for service. The Company ceased its operations in commercial printing with the change of management. We are currently exploring new business area and markets.

Industry analysis

In any city where we plan to expand our operations to, there are multiple event agencies and other enterprises and flowers and decoration kiosks that may be interested in cooperation with our company. We offer quality and inexpensive product, which can satisfy any client requirements. Besides such kind of distribution network we plan to sign agreements with creative agencies that can develop unique designs for their clients and offer our services as their subcontractor for quality printing on ribbons. We also plan to have a special section on our website for potential partners with examples of our products and offers for wholesale clients and partners.

Markets

Essentially, consumer market of the Company. includes any person or any company willing to emphasize their personality or highlight an upcoming event. Our products such as printed ribbons can be a part of any event, to specialize the celebration or any occasion. We have multifunction printing machine with it we can print any symbols and logos on the ribbons which increase quantity of our customers in the foreseeable future. Our raw materials for printing also include range of sizes and colors so even the choosiest customer could find the suitable product. As for geography related markets, we start our operations from Bologna, Italy. Afterwards, we might expand our business to other cities in Italy, such as Modena and San Marino.

Marketing

Our marketing campaign consisted of several directions. We started out from straight marketing, such as offering our product at the fairs and exhibitions, handing out booklets with description of our product, which would be a great demonstration of high-quality and affordability of our product. Launch of our e-commerce ready website, banners on popular websites and advertisements in social networks was the second step of our campaign. Besides aforesaid we sent our commercial quotations to event, creative, PR and advertising agencies, which could raise customer awareness and attracted new partners. However, the Company ceased these marketing activities when there was a change in management on April 6, 2017.

Storage and delivery

The product produced by us did not require any storage facilities, as it was produced directly for each order. The number of demonstration samples to be kept was insignificant and did not require any special premises for storage. We were going to sign a contract with delivering companies such as FedEx Italy, DHL Italy, Pelican Express Courier Italy on regular basis in the event of finding regular customers. Our machines was located at our leased premise Via Lodovico Berti, 40131, Bologna, Italy and produced ribbons will be shipped to other Italian cities from there, in case if our business grow.

Sales and Marketing

We planned to contact event companies who could order our products of ornamental ribbons. As well as we would cooperate with the flower-shops and companies for the production of decorations to supply to them our products. We used to have two sales contracts with Dragonfly Ltd. and Serena Dolce - Weddings & Events. Our competitive advantage was that we offered a high quality product, while maintaining reasonable prices.

The Company ceased the above operations on April 6, 2017. For the nine months ended September 30, 2017, the Company did not have any sales or marketing activities.

Competition

The level of competition in business of printed ribbons production is high. Many of our established competitors have developed a brand following which would make our potential customers prefer their products to ours. Aggressive lower pricing tactics implemented by our competitors would make it difficult for us to enter the market. Economies of scale would make it easier for our larger established competitors to negotiate price discounts with their suppliers of products for production of ornamental ribbons, which would leave us at a disadvantage. The principal competitive factors in our industry are pricing and quality of goods. We will be in a market where we compete with many domestic and international companies offering similar products. We will be in direct competition with them. Many large companies will be able to provide more favorable services to the potential customers. Many of these companies may have a greater, more established customer base than us. We will likely lose business to such companies. Also, many of these companies will be able to afford to offer better price for similar product than us that may also cause us to lose business. We foresee to continue to face challenges from new market entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are sued for any liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Employees

After change in control on April 6, 2017, Company has ceased the previous business in ribbon printing, and currently only has two employees the CEO and CFO. Our new business office is located at 18/F Canadia Bank Tower, No. 315, Ang Doung St, Corner Monivong Blve, Phnom Penh, Cambodia, as at September 30, 2017.

Offices

Initially we entered into a lease with Mauricio Polito. The office space was 30 square meters and located at Via Lodovico Berti, 40131, Bologna, Italy. However, after change in control on April 6, 2017, Company have changed its office address to 18/F Canadia Bank Tower, No. 315, Ang Doung St, Corner Monivong Blve, Phnom Penh, Cambodia, and the phone number is +85523962303.

Government Regulation

We are required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to export and import of products for production of ornamental ribbons and operation of any facility in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business. We do not need to receive any government approvals necessary to conduct our business; however we will have to comply with all applicable export and import regulations.

Results of operations

The following comparative analysis on results of operations was based primarily on the comparative financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report.

Comparison of the three and nine months ended September 30, 2017 and September 30, 2016

Revenues

The Company generated revenues of $0 and $2,100 for the three months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 we have generated revenues of $3,800 and revenues was $13,900 for the nine months ended September 30, 2016. The decrease in revenue was mainly to the reason that the Company ceased its operation in commercial printing when the new management went on board on April 6, 2017.

Operating Expenses

The operating expenses were $37,338 and $2,906 for the three months ended September 30, 2017 and 2016, respectively. For the nine months September 30, 2017 and 2016, the Company incurred operating expenses of $76,253 and $14,390, respectively. The increase in operation expenses is mainly due to the increase in the regulatory filing fee when the Company applied for OTC markets trading at the beginning of the year, as well as that the company started to pay salary to CFO and monthly retainer fee to attorney after new management went on board.

Liquidity and capital resources

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. The Company will be relying on borrowings from related party to sustain its daily operations.

As at September 30, 2017, our total assets were $4,653 which was comprised of cash of $1,171. As of December 31, 2016, we had assets for the amount of $12,198, of which the cash balance was $853.

As at September 30, 2017 and December 31, 2016, our current liabilities were $54,320 and $2,359, respectively. The stockholders’ deficit was $49,667 as of September 30, 2017 and the stockholders’ equity was $9,839 as of December 31, 2016.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. Net cash flows used in operating activities was $22,264 for the nine months ended September 30, 2017and $4,972 for the same period in 2016.

CASH FLOWS FROM INVESTING ACTIVITIES

For the nine months ended September 30, 2017 and 2016, we did not have any cash flows used in or provided by investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

For the nine months ended September 30, 2017 net cash flows provided by financing activities was $22,582. The net cash flows provided by financial activities was $17,559 for the nine months ended September 30, 2016. During the nine months ended September 30, 2017, the Company borrowed cash of $72,588 from related parties, including cash of $51,611 from Sreneang Jin, CEO and Director of the Company, and cash of $20,977 from Corina Safaler, former President and Director. The Company borrowed cash of $1,959 from Corina Safaler during the nine months ended September 30, 2016. The Company repaid cash of $50,006 to related parties, including $103 to Corina Safaler and $49,903 to Sreneang Jin during the nine months ended September 30, 2017.

Management’s discussion and analysis

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

Our independent registered public accountant has issued a going concern opinion on February 22, 2017 for December 31, 2016 financial Statements. This means that there is a substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated only limited revenues to date and had recurring losses and negative cash flows from operating activities.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

Plan of operation

Initially the Company intended to commence operations in the business of ornamental ribbons production. Our business was printing items on different kind of ribbons, such as printing logos, wishes, names and others. We generated limited revenues and our principal business activities to date consisted creating a business plan, developing models of our business card and booklet and setting up our web site, and we purchased our printing machine and raw materials.

However, the former major shareholder and sole Director Corina Safaler sold her entire shares to Wentao Zhao on April 6, 2017. And the management was changed after she sold off her entire shares to the investor. The transaction of selling shares was completed and closed on April 6, 2017. The new management decided to cease the existing business of printing ornamental ribbons, and we will explore new business plan that will generate sufficient cash flow and profits to the Company.

Off-balance sheet arrangements

We have no 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, capital expenditures or capital resources.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated limited revenues to the date. We cannot guarantee we will be successful in our business operations. We are exploring new business opportunities.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholder.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal or person performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

An evaluation was conducted under the supervision and with the participation of our management on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, our management concluded that our disclosure controls and procedures were not effective due to the material weaknesses identified as follows: (i) inadequate segregation of duties; (ii) lack of sufficient and adequate finance personnel with appropriate understanding of U.S. GAAP and SEC reporting requirements; (iii) lack of well-established procedures to identify, approve and report related party transactions. As a result, material weaknesses on internal control over financial reporting exist.

Our independent auditors have not audited and are not required to audit this assessment of our internal control over financial reporting for the period covered by this report.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the most recent three-month period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

None

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

The following exhibits are included as part of this report by reference:

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.