The discussion and analysis which follows in this Report may contain trend analysis and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to future events and financial results. These include statements regarding our future financial results, projected growth and forecasts, and similar matters which are not historical facts. We remind stockholders that forward-looking statements are merely predictions and therefore are inherently subject to uncertainties and other factors which could cause the actual future events or results to differ materially from those described in the forward-looking statements. These uncertainties and other factors include, among other things, the impact of the spread of the COVID-19 pandemic, business conditions affecting our business and general economic conditions; our ability to generate sufficient revenues to reach profitable operations; and our need to obtain additional financing. The forward-looking statements contained in this Report and made elsewhere by or on our behalf should be considered in light
of these factors.
We are a holding company incorporated in
Nevadawith no material operations of our own. As a holding company, we conduct operations our business through our PRC operating subsidiaries, Hunan Syndicore Asia Limited("HSAL") and Shenzhen Ezekiel Technology Co. Limited("Ezekiel"). Our corporate structure may involve unique risks for investors and could be disallowed by Chinese regulatory authorities, which would likely result in a material change in our operations and/or a material change in the value of our Common Stock, including the possibility that our shares could significantly decline in value or become worthless. Therefore, investments in our Common Stock involve a high degree
of risk. HSAL's E-commerce business HSAL is an E-commerce company operating through its self-developed online application "Bibishengjia". Bibishengjia is a shopping search engine that concurrently searches many shopping sites, preliminarily based in
China, including major shopping sites such as Taobao.com, Tmall.com, JD.com and Pinduoduo.com, and helps customers meet their one-stop online shopping needs. Bibishengjia also runs its own online shopping platforms - Bibi Malland Lianlian Nongyuan Agricultural Products Store. Bibishengjia was launched on August 18, 2019and is currently available for download at the Apple APP Storeand other major mobile download stores. On September 26, 2019, we, through SAL, entered into an agreement (the "Pretech Agreement") with Pretech International Co., Limited("Pretech"), a company incorporated under the laws of Hong Kong("HK"). Pretech is a software, hardware and digital company that also specializes in the development and manufacture of consumer electronics. Under the terms of the Pretech Agreement, Pretech agreed to act as SAL's sales agent to promote and bring more customers to Bibishengjia and also make sales of its own products through the use of Bibishengjia. Pretech paid $1 millionfor the use of Bibishengjia, and the Company agreed to pay Pretech 5% of all sales made in the PRC and HK through Bibishengjia. The initial term of the Pretech Agreement was for 24 months from the date the Pretech Agreement was entered into and was extendable for another 24 months. On October 26, 2020, the Pretech Agreement was amended and restated whereby Pretech was given the right to use Bibishengjia for 7 years. Pretech's use of Bibishengjia is accomplished by a section on the Bibishengjia APP created specifically for Pretech. When users browse the Bibishengjia APP, they are able to click on the Pretech hyperlink and be directed to Pretech's own site where they can make purchases of Pretech's products. Additional features and functions may be added to the APP according to the Pretech's needs, markets conditions and additional requirements upon separate agreement between the parties, either in conjunction with the needs of SAL and HSAL or specifically for Pretech. Under the Pretech Agreement, the Bibishengjia APP, its contents and all related intellectual property rights including rights related to the Pretech hyperlink, are the sole property of SAL, including any additional developments or modifications made in the APP, in perpetuity. In addition to our own marketing and promotional efforts and Pretech's sales support, we started to promote the Bibishengjia APP through "Momo" by using live streaming in the third quarter of 2020. 16
Ezekiel’s Petroleum Products Distribution Business
Ezekiel sells petroleum-based products, such as asphalt, heat conduction oil and machine (lubricating) oil, which are purchased directly from its suppliers and sold to end customers. All shipping instructions, product return, and customer services are handled by Ezekiel. Ezekiel also owns the legal title of the products before and during the transit and bears the risk of loss in transit.
Ezekiel’s Multi-Function Lottery Ticket Machine Company
In late 2020, Ezekiel started a new business where it purchases custom-made multi-function lottery ticket machines and re-sells them to third parties. The machines are designed and manufactured by third parties with third party technologies. Ezekiel doesn't own any intellectual property rights relating to the machines. Besides dispensing lottery tickets for which the machine owner retains 7-8% of the ticket sales price, the machines also function as a cell phone charging station for about
$0.45per hour and a disinfectant wipes dispenser at cost. The machine has a LED screen which allows a customer to browse the Bibishengjia APP and make purchases there. Ezekiel has obtained licenses from several second and third-tier cities in the PRC where competition for lottery tickets sales and lottery tickets machines is manageable. The licenses allow its machines to dispense lottery tickets in these cities, besides selling the machines to third parties. Due to the global pandemic, local lockdown and other restrictive policies, Ezekiel was unable able to sell any machines since 2021. Going Concern Uncertainties The unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. The Company, which had an accumulated deficit of $3,220,043and a working capital deficit of $1,474,995as of June 30, 2022, has incurred operating losses in most periods since inception. The recoverability of a major portion of the recorded asset amounts and realization of the portion of current liabilities into revenue shown in the accompanying balance sheets are dependent upon continued operations of the Company, which in turn are dependent upon the Company's ability to raise additional financing and to succeed in its future operations. The Company will need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company will be dependent upon the continuing financial support of investors, directors and/or shareholders of the Company. However, there is no assurance that efforts to raise equity or debt will be successful in raising sufficient funds to assure the eventual profitability of the Company. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These accompanying 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 be necessary should the Company be unable to continue as a going concern. Management plans to support the Company in operation and to maintain its business strategy to raise funds through public and private offerings and to rely on officers and directors to perform essential functions with minimal compensation. If we do not raise all of the money we need from such offerings, we will have to find alternative sources including, loans from our officers, directors or others. Management has actively taken steps to revise its operating and financial requirements, which they believe will allow the Company to continue its operations for the next 12 months.
Critical accounting estimates
Our financial statements have been prepared in accordance with accounting principles generally accepted in
the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. The policies discussed below are considered by management to be critical to an understanding of our financial statements because their application places the most significant demands on management's judgment, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. For all of these policies, management cautions that future events rarely develop exactly as forecast, and the best estimates routinely require adjustment. 17 Revenue Recognition. We adopted Accounting Standard Codification ("ASC") Topic 606, Revenues from Contract with Customers ("ASC 606") for all periods presented. Under ASC 606, revenue is recognized when control of the promised goods and services is transferred to the Company's customers, in an amount that reflects the consideration that we expect to be entitled to in exchange for those goods and services, net of value-added tax. We determine revenue recognition through the following steps: ? Identify the contract with a customer; ? Identify the performance obligations in the contract; ? Determine the transaction price;
? Allocate the transaction price to the performance obligations in
the contract; and
? Recognize revenue when (or as) the entity satisfies a performance obligation.
The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied by the control of the promised goods and services is transferred to the customers, which at a point in time or over time as appropriate. Our revenues are net of value added tax ("VAT") collected on behalf of PRC tax authorities in respect to the sales of merchandise. VAT collected from customers, net of VAT paid for purchases, is recorded as a liability in the accompanying consolidated balance sheets until it is paid to the relevant PRC tax authorities Ezekiel's petroleum-based product distribution business generates revenue from its sales, when made. No petroleum- based products were sold in the first half year of 2022 due to the increased frequency of city shutdowns in
Chinaas one of China'sCOVID-19 control measures. Ezekiel's multi-function lottery ticket machine business generates revenue from the sale of machines when made to third parties and from its retention of a percentage of all lottery ticket sales made by such machines. No revenues were generated from the sale of multi-function lottery ticket machines in the six month periods ended June 30, 2022and 2021 due to the increased frequency of COVID-19 lockdowns across Chinese cities. Accounts Receivable. - The receivables of $827,296and $848,181reported as of June 30, 2022and December 31, 2021relate to the sale of petroleum-based products. For our e-commence segment, our customers are required to pay when placing their orders per our policy, and therefore we don't record any accounts receivable. Purchasers of our multi-function lottery machines are required paid in full per our sales policy and we don't record account receivable for this business.
Equipment. Equipment is stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized. Depreciation of plant and equipment is provided using the straight-line method over their estimated useful lives ranged from 3 to 5 years.
Income Taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. 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 income in the period that includes the
enactment date. 18
Recent accounting pronouncements
Our company considers the applicability and impact of all Accounting Standard Updates ("ASUs"). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on our balance sheets or statements of operations. In
June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. The amendments in this Update require a new topic to be added (Topic 326) to the Accounting Standards Codification ("ASC") and removes the thresholds that entities apply to measure credit losses on financial instruments measured at amortized cost, such as loans, trade receivables, reinsurance recoverable, and off-balance-sheet credit exposures, and held-to-maturity securities. Under current U.S.GAAP, entities generally recognize credit losses when it is probable that the loss has been incurred. The guidance under ASU 2016-13 will remove all current recognition thresholds and will require entities under the new current expected credit loss ("CECL") model to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that an entity expects to collect over the instrument's contractual life. The new CECL model is based upon expected losses rather than incurred losses. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the effect that this new guidance will have on our financial statements and related disclosures. Recent Developments The COVID-19 outbreak has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, layoffs, defaults and other significant economic impacts, as well as general concern and uncertainty. The current severity of the pandemic and the uncertainty regarding the length of its effects could have negative consequences for our company. Ezekiel did not make any sales of multi-function lottery machines in the six months ended June 30, 2022because of COVID-19 lockdowns across Chinese cities and travel restrictions across communities. Ezekiel does not have any long-term customers or supply agreements with its customers at petroleum based product sales. In the first half year of 2022, there were no sales of petroleum based products because of Chinese COVID-19 control measures, which include city lockdowns and travel restrictions among communities. City lockdowns and travel restrictions in various Chinese cities impacted our sales team's ability to visit potential customers and also caused our customers to be conservative n their business operations and developments which temporarily or permanently ceased their purchase plans of our petroleum based products. Segment Reporting Since the fourth quarter of 2020 we have been engaged in two business segments, the E-commerce business, consisting of HSAL and SAL's E-commerce operation, and trading business covering Ezekiel's sales of petroleum-based products and multi-function lottery machines. 19 Result of Operations
Three months completed
The following table presents a summary of our consolidated statements of earnings for the periods indicated.
For the Three Months Ended June 30, Variance 2022 2021 Amount % Revenue
$ 253,361 $ 19,739,374(19,486,013 ) (99 )% Cost of revenue (227,199 ) (19,490,994 ) (19,263,795 ) (99 )% Gross profit 26,162 248,380 (222,218 ) (89 )% General and administrative and other operating expenses 224,278 206,248 18,030 9 % Income (loss) from operations (198,116 ) 42,132
Interest income (expense), net 174,438 (3,124 )
177,562 (5684 )% Other income 14,579 3,241 11,338 350 % Other expenses (7,411 ) (27 ) (7,384 ) 28404 %
Income (loss) before income taxes (16,510 ) 42,222
(58,732 ) (139 )% Income taxes 1,063 - 1,063 n/a Net income (loss)
$ (17,573 ) $ 42,222 $ (59,795 )(142 )% Revenue for the three months ended June 30, 2022was $253,361, a decrease of $19,486,013, or 99%, from revenue of $19,739,374for the three months ended June 30, 2021. HSAL's E-commerce business, Bibiishengjia's platform, generated revenues of $253,361in the three months ended June 30, 2022compared to revenues of $37,027in the three months ended June 30, 2021. Our online sale platform benefited from the health concerns related to COVID-19 as more customers took advantage of the online platform and door to door delivery services for their daily grocery shopping and meals. However, the same concerns brought in opposite effects at Ezekiel's industry product wholesale business. There were no sales of petroleum-based products in the second quarter of 2022 due to unexpected quarantine requirements to control COVID-19 spray in China. During the second quarter of 2022, we faced strict disease control implementations from Chinese government which include shutdown of all business activities and public contact. Due to unpredictable government actions or enforcements, most of Ezekiel's customers stopped or slowed down their purchase plans until the economic trend is clearer. In addition, we did not make any sales of multi-function lottery machines in the second quarter of 2022 because of the same health concerns of COVID-19. Our cost of revenue decreased to $227,199for the three months ended June 30, 2022, a decrease of $19,263,795, or 99%, from $19,490,994for the three months ended June 30, 2021. Such decrease was mainly attributable to the lack of sales by Ezekiel. Our gross profit decreased by $222,218or 89%, to $26,162in the quarter ended June 30, 2022from $248,380in the same quarter in 2021. The decrease was mainly due to health concerns relating to physical contact which caused a significant decline in demand for industrial products, including petroleum-based products. Although our online sale platform benefited from these health concerns, this trend also attracts more competitors joining the market which further reduced our margin from our E-commerce business. With more lockdowns among Chinese cities, many traditional companies began to develop their online operations because physical stores could not be opened. We believe that this will result in more companies developing shopping platforms. Accordingly, the Company may need to offer more cash bonuses or discounts to customers to compete with such platforms. During the second quarter of 2022, our operating expenses increased by $18,030, or 9%, to $224,278, compared to the same quarter in 2021. The increase was due to our efforts to enhance the functions and service models of our Bibiishengjia's platform which may not bring in immediate profit but we expect will lead to improved operating result in the long-term.
Our operating loss was
compared to the operating result of
For the three months ended
June 30, 2022, our net loss was $17,573compared to net income of $42,223for the three months ended June 30, 2021. This was mainly due to decrease in our petroleum product sales, which was partially offset by an increase in our interest income from an early collection of a long-term other receivable. 20
The following table presents a summary of our consolidated statements of earnings for the periods indicated.
For the Six Months Ended June 30, Variance 2022 2021 Amount % Revenue
$ 658,944 $ 20,119,750(19,460,806 ) (97 )% Cost of revenue 326,728 19,500,237 (19,173,509 ) (98 )% Gross profit 332,216 619,513 (287,297 ) (46 )% General and administrative and other operating expenses 918,386 451,684 466,702 103 % Income (loss) from operations (586,170 ) 167,829
Interest income (expense), net 150,062 (6,296 )
(156,350 ) (2483 )% Other income 15,347 3,566 11,781 330 % Other expenses (7,411 ) (7,740 ) 329 (4 )%
Income (loss) before income taxes (428,172 ) 157,358
(585,530 ) (372 )% Income taxes 1,063 - 1,063 n/a Net income (loss)
$ (429,235 ) $ 157,358 $ (586,593 )(373 )% Revenue. For the six months ended June 30, 2022, revenue was $658,944compared to $20,119,750for the six months ended June 30, 2021, a decrease of $19,460,806or 97%. The reduction was mainly caused by the decline in activity in our trading business segment. Our trading business segment was engaged in wholesale sales of industrial products to our customers through the traditional method, such as site visits of our sales team and face to face negotiation and discussions with our customers to understand their demand and needs. However, starting in 2022, certain Chinese cities started to execute immediate quarantine actions which increased the uncertainty of future business development among our customers. Therefore, we made no sales during the first half year of 2022. Cost of revenue. For the six months ended June 30, 2022, cost of goods sold was $326,728compared to $19,500,237for the six months ended June 30, 2021, a decrease of $19,173,509, or 98%. This decrease was mainly due to the decrease in sales in our trading business segment. Gross profit. Our gross profit decreased by $287,297or 46% to $332,216for the six months ended June 30, 2022, compared to $619,513for the six months ended June 30, 2021. This decrease was due to the decrease in trading sales. Our gross margin increased from 3% for the six months ended June 30, 2021to 50% for the six months ended June 30, 2022. This increase was mainly due to the increase in gross margin in our e-commence business segment. Although our e-commence business segment contributes a higher margin rate, the segment faces strong competition and lower customer loyalty. Therefore, to reach higher market share we will need to improve our operations and build up customer awareness and loyalty. Operating expenses. Our total operating expenses consist of sales and marketing expenses and general and administrative expenses. Our total operating expenses increased by $466,702, or 103%, from $451,684for the six months ended June 30, 2021to $918,386for the six months ended June 30, 2022. This increase was mainly due to the increased development expenses and maintenance spending for our online platform program. We expect that these expenditures will enhance and complete the functions of our platform and improve the shopping experience
of our customers. 21
Operating income (loss). As a result of the above, our operating loss was
Income taxes. Our income taxes were
Net loss. Our net loss was
$429,235for the six months ended June 30, 2022, compared to net income of $157,358for the six months ended June 30, 2021. Our net loss was mainly due to the decrease in revenues from our trading business segment, which was partially offset by an increase in our interest income from an early collection of a long-term other receivable.
Cash and capital resources
June 30, 2022, we had $230,885in cash and a working capital deficit of $1,474,995compared with $1,932,693in cash and a working capital deficit of $982,679at December 31, 2021. Our accumulated deficit at June 30, 2022was $3,220,043. To date the Company has funded its operations by advances from related parties which are interest free, unsecured, and have no fixed repayment terms and in 2020 from cash provided from operations including the prepayment made under
the Pretech Agreement. Management has continued to support the Company's operations and has actively taken steps to monitor its operating and financial requirements. The Company has relied on its officers and directors to perform essential functions with minimal compensation. If the Company is unable to raise the funds it requires from third parties it will have to find alternative sources, such as loans from our officers and directors.
The following table summarizes our cash flows for the periods presented:
Six Months Ended June 30, 2022 2021 Net cash used in operating activities
$ (890,855 ) $ (1,212,481 )Net cash provided by (used in) investing activities (247,506 )
Net cash provided by (used in) financing activities (515,433 ) 274,350 Net decrease in cash
$ (1,653,794 ) $ (869,475 )
Net cash used for operating activities during the six months ended
June 30, 2022, was $890,855compared to net cash used in operating activities of $1,264,066in the same period of 2022. For the six months ended June 30, 2022, cash was mainly used to cover our loss of $429,235, which was primarily offset by an add-back of $131,088of depreciation and amortization and $125,411of impairment of other assets for non-cash expenses, partially offset by our rental payments of $114,092and an increase in other payables of $514,416.
Net cash provided by (used in) investing activities
Net cash used in investing activities was
$247,506for the six months ended June 30, 2022, compared to net cash provided by investing activities of $68,656for the six months ended June 30, 2021. For the six months ended June 30, 2022, the cash expenditure of $247,506was used for the purchase of a vehicle for business purposes. 22
Net cash provided by (used in) financing activities
For the six months ended
June 30, 2022, $515,433of cash was used in financing activities, compared to $274,350of cash provided by financing activities for the six months ended June 30, 2021. The cash was used to repay a loan of $617,231. Net cash provided by financing activities was $274,350for six months ended June 30, 2021. This change was primarily due to advances of $418,202
from related parties.
We estimate that our existing cash at
Inflation and Seasonality
We do not believe that our operating results have been significantly affected by inflation over the past two years.
Off-balance sheet arrangements
SECregulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:
? any obligation under certain warranty contracts,
? any retained or contingent interests in assets transferred to an unconsolidated company
entity or similar arrangement serving as credit, liquidity or market risk
support to this entity for these assets,
? any obligation under a contract that would be accounted for as a derivative
instrument, except that it is both indexed to our stock and classified in
equity in our statement of financial position, and
? any obligation arising from a material variable interest that we hold in any
unconsolidated entity that provides funding, liquidity, market risk or credit
risk to us, or engages in rental, hedging, or research and development
services with us. We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in
the United States.
© Edgar Online, source