Zhong Ya International Ltd - Quarter Report: 2019 September (Form 10-Q)

1. GENERAL 

Organization and Business Nature

On May 25, 2018, Western Lucrative Enterprises, Inc. (“WLUC”), an Iowa corporation, formed a wholly owned subsidiary, a Nevada corporation named Zhong Ya International Limited (“Zhong Ya”). On July 3, 2018, WLUC merged with and into Zhong Ya pursuant to an Agreement and Plan of Merger (“Merger Agreement”), with the surviving entity being Zhong Ya (such surviving entity referred to herein as the “Company”), for the purpose of changing domicile from Iowa to Nevada (“Merger”). Pursuant to the Merger Agreement, every one hundred outstanding shares of WLUC common stock were exchanged for one share of Zhong Ya common stock and the name of the Company was changed to Zhong Ya International Limited. The financial statements give retroactive effect to this Merger and the 1 for 100 stock exchange.

The Company has not generated any revenues from operations and can give no assurance of any future revenues. The Company will require substantial additional funding to initiate and develop its operations. There is no assurance that the Company will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to the Company (see Note 8).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Basis of Accounting and Presentation

The accompanying unaudited condensed financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and interim financial information pursuant to the rules of the Securities and Exchange Commission (the “SEC”) and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on April 1, 2019.

Cash and Cash Equivalents

The Company considers all liquid investments with an original maturity of three months or less that are readily convertible into cash to be cash equivalents.

Income Taxes

The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided.

The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2019 and December 31, 2018, the Company has established a full valuation allowance against its deferred tax assets, principally for operating losses, due to the uncertainty in realizing the benefits.

The Company follows the provisions of FASB ASC 740-10-25. The provisions prescribe a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns and require that uncertain tax positions are evaluated in a two-step process. The Company does not have any uncertain tax positions.

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurement, specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy:

Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

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ZHONG YA INTERNATIONAL LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 

Fair Value of Financial Instruments (continued)

Level 2 Inputs – Inputs, other than the quoted prices in Level 1, that are observable either directly or indirectly.

Level 3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.

FASB ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. Non-derivative financial instruments include accounts payables, accrued expenses and due to related parties. As of September 30, 2019 and December 31, 2018, the carrying values of these financial instruments approximated their fair values due to their short-term nature.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Earnings (Loss) per Share

The Company computes net earnings (loss) per share of common stock in accordance with FASB ASC 260, Earnings Per Share and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). Under the provisions of ASC 260 and SAB 98, basic net earnings (loss) per common share is computed by dividing the amount of net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share includes the effect of dilutive common stock equivalents from the assumed exercise of options, warrants, convertible preferred stock and convertible notes. The Company’s common stock equivalents, if any, are excluded in the computation of diluted net (loss) per share since their inclusion would be anti-dilutive.

3. RECENTLY ISSUED ACCOUNTING STANDARDS 

As of the date of this quarterly report, there are no recently issued accounting pronouncements which adoption would have a material impact on the Company’s financial statements.

4. COMMON STOCK  

Upon completion of the Merger on July 3, 2018, the surviving entity, Zhong Ya, had fifty million (50,000,000) shares of common stock authorized, par value $0.001 per share. As of September 30, 2019 and December 31, 2018, there were 1,805,001 shares of common stock issued and outstanding, respectively.

In May 2018, WLUC formed a wholly-owned Nevada corporation for the purposes of changing domicile from Iowa to Nevada and changing its name to Zhong Ya International Limited. The common stock of WLUC was exchanged on July 3, 2018 for the common stock of Zhong Ya, and the Iowa company was merged into Zhong Ya. Each one hundred (100) shares of common stock of WLUC issued and outstanding were cancelled and converted automatically into one (1) share of common stock of Zhong Ya. The transaction decreased the number of outstanding shares from 18,735,000 to 187,350. These financial statements have been retroactively adjusted to reflect this exchange.

In November 2018, the Company issued 1,617,650 shares of common stock valued at $0.31 per share for Wenjian Liu’s services as the Chief Executive Officer, Chief Financial Officer, secretary and director of the Company. Compensation expense for the issuance of common stock to Mr. Liu was $504,707.

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ZHONG YA INTERNATIONAL LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

5. INCOME TAXES 

The Company is subject to United States tax laws which provides for a flat rate of 21% for 2019 and 2018. No provision for United States federal taxes has been made as the Company had taxable losses of approximately $6,000 and $9,000 for the three months, and approximately $25,000 and $25,000 for the nine months ended September 30, 2019 and 2018, respectively.

The provision for income taxes for the three and nine months ended September 30, 2019 and 2018 are summarized as follows:

The primary components that give rise to deferred income taxes at September 30, 2019 and December 31, 2018 are as follows:

The Company reviews the valuation allowance to determine whether there is sufficient positive or negative evidence to support a change in judgment about the realization of the deferred tax asset. The Company has established 100% valuation allowances as of September 30, 2019 and December 31, 2018. The valuation allowance increased by $5,352 and $5,169 during the nine months ended September 30, 2019 and 2018, respectively.

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the three and nine months ended September 30, 2019 and 2018:

6. DUE TO RELATED PARTY  

As of September 30, 2019, and December 31, 2018, the Company had a non-interest-bearing payable of $53,167 and $27,201, respectively, due to funds advanced by the principal stockholder, who also serves as sole director, Chief Executive Officer, Chief Financial Officer and secretary of the Company, for the Company’s operations.

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ZHONG YA INTERNATIONAL LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

7. CONTINGENCIES 

The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters.

As of the date of this report, there are no material pending legal proceedings to which the Company is a party or of which any of its property is the subject, nor are there any such proceedings known to be contemplated.

8. GOING CONCERN 

The Company’s financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is subject to the substantial business risks and uncertainties inherent to such an entity, including the potential risk of business failure. The Company has not generated any revenues since inception. While the Company is attempting to commence operations and generate revenues, the Company continues to be reliant upon its principal stockholder to support its operations. This raises substantial doubt about the Company’s ability to continue as a going concern.

The Company plans to raise additional funds through the issuance of additional equity or debt securities.

While the Company believes in its ability to raise additional funds and the viability of its strategy, there can be no assurances that they will be successful. The Company’s ability to continue as a going concern is dependent upon the continued financial support from its principal stockholder and its ability to obtain the necessary equity or debt financing and eventually commence and attain profitable operations.

The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

9. SUBSEQUENT EVENTS 

The Company’s management has performed subsequent events procedures through November 14, 2019, which is the date the financial statements were available to be issued, and determined there were no subsequent events that would require recognition or disclosure in the financial statements.

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

This quarterly report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report. The terms “we,” “our” and the “Company” used throughout this report refer to Zhong Ya International Limited, a Nevada corporation.

Overview

We currently do not have any operations and did not actively conduct any operations for the quarter ended September 30, 2019. Our current business plan is to seek new business opportunities or to engage in a business combination with another company. The analysis of new business opportunities will be undertaken by or under the supervision of our management. As of the date of this report, we have not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. There can be no assurance that we will be able to identify and acquire any business entity. Even if we successfully acquire a business entity, there is no assurance that we can generate revenue and become profitable.

Results of Operations

Three Months and Nine Months ended September 30, 2018 and 2019

The following summary of our operations should be read in conjunction with our unaudited financial statements for the three months and nine months ended September 30, 2019 and 2018.

During the three months and nine months ended September 30, 2019 and 2018, no revenues were recorded.

Net loss, all from operating expenses, was $5,760 for three months ended September 30, 2019 and $8,883 for the three months ended September 30, 2018. Net loss, all from operating expenses, was $25,485 for nine months ended September 30, 2019 and $24,614 for the nine months ended September 30, 2018.

Our operating expenses represent fees paid for legal and accounting services in connection with our public company reporting obligations. The increase in our expenses was due to the increase in legal and accounting fees.

Liquidity and Capital

As of September 30, 2019 and December 31, 2018, our total current assets were $0.

As of September 30, 2019, our current liabilities were $62,889, compared to $37,404 at December 31, 2018. Stockholders’ deficit was $62,889 as of September 30, 2019, compared to stockholders’ deficit of $37,404 as of December 31, 2018. The increase in current liabilities is primarily due to an increase in due to an officer for payments made for operating expenses.

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Operating Activities

The Company had no funds for operating activities during the nine months ended September 30, 2019 and 2018. During the nine months ended September 30, 2019 and 2018, Mr. Wenjian Liu, the sole director, Chief Executive Officer, Chief Financial Officer and secretary of the Company, paid $25,485 and $24,614, respectively, on behalf of the Company for operating expenses.

Investing Activities

The Company did not use any funds for investing activities during the nine months ended September 30, 2019 and 2018.

Financing Activities

The Company did not have any funds provided by financing activities during the nine months ended September 30, 2019 and 2018.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us on which to base an evaluation of our performance. We have generated no revenues from operations. We cannot guarantee we will be successful in any future business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

At present, we do not have any cash on hand to cover operating costs for the next twelve months and will continue to be dependent on loans.

If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue our operations.

We have no plans to undertake any product research and development during the next twelve months.

Liquidity and Capital Resources

As of September 30, 2019, we had no cash. As of September 30, 2019, our current liabilities and stockholders’ deficit were $62,889. We do not have sufficient funds to operate for the next twelve months. We have to issue debt or equity or enter into a strategic arrangement with third parties to finance our operations. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Contractual Obligations

As a “smaller reporting company,” we are not required to provide tabular disclosure obligations.

Going Concern

As of September 30, 2019, our company had a net loss of $25,485 and has earned no revenues. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund our operations, working capital and other cash requirements for the year ending December 31, 2019. Management has determined that the ability of our company to continue is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management hopes to raise additional funds through public or private placement offerings or the possible sale of the company. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Off-Balance Sheet Arrangements

We have not entered into 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, capital expenditures or capital resources and would be considered material to investors.

Commitments

We do not have any commitments which are required to be disclosed in tabular form as of September 30, 2019.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information required by this item.

Item 4. Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure since our auditor had to make audit adjustments. Our management intends to work more closely with our auditors to correct this ineffectiveness.

(b) Changes in Internal Control over Financial Reporting 

There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

As a smaller reporting company, we are not required to provide the information required by this item.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

* Filed herewith

** Furnished herewith

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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.

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