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Hi-Great Group Holding Co. – ‘10-Q’ for 6/30/22

On:  Tuesday, 9/6/22, at 12:10pm ET   ·   For:  6/30/22   ·   Accession #:  1213900-22-54144   ·   File #:  0-56200

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/06/22  Hi-Great Group Holding Co.        10-Q        6/30/22   34:1.6M                                   EdgarAgents LLC/FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    265K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     16K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     15K 
 4: EX-32       Certification -- §906 - SOA'02                      HTML     12K 
10: R1          Document And Entity Information                     HTML     61K 
11: R2          Balance Sheets                                      HTML    107K 
12: R3          Balance Sheets (Parentheticals)                     HTML     29K 
13: R4          Statements of Operations (Unaudited)                HTML     76K 
14: R5          Statements of Operations (Unaudited)                HTML     21K 
                (Parentheticals)                                                 
15: R6          Statements of Stockholders' Deficit (Unaudited)     HTML     40K 
16: R7          Statements of Cash Flows (Unaudited)                HTML     88K 
17: R8          Organization and Description of Business            HTML     18K 
18: R9          Summary of Significant Accounting Policies          HTML     21K 
19: R10         Going Concern                                       HTML     15K 
20: R11         Related Party Transactions                          HTML     17K 
21: R12         Lease Obligation                                    HTML     19K 
22: R13         Subsequent Events                                   HTML     14K 
23: R14         Accounting Policies, by Policy (Policies)           HTML     37K 
24: R15         Lease Obligation (Tables)                           HTML     17K 
25: R16         Organization and Description of Business (Details)  HTML     22K 
26: R17         Summary of Significant Accounting Policies          HTML     13K 
                (Details)                                                        
27: R18         Related Party Transactions (Details)                HTML     38K 
28: R19         Lease Obligation (Details)                          HTML     15K 
29: R20         Lease Obligation (Details) - Schedule of lease      HTML     33K 
                obligations                                                      
32: XML         IDEA XML File -- Filing Summary                      XML     51K 
30: XML         XBRL Instance -- f10q0622_higreatgroup_htm           XML    234K 
31: EXCEL       IDEA Workbook of Financial Reports                  XLSX     43K 
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33: JSON        XBRL Instance as JSON Data -- MetaLinks              143±   200K 
34: ZIP         XBRL Zipped Folder -- 0001213900-22-054144-xbrl      Zip     91K 


‘10-Q’   —   Quarterly Report

Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Part I
"Unaudited Condensed Financial Statements
"Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021
"Statements of Operations for the Six and Six Months Ended June 30, 2022 and 2021 (unaudited)
"Statements of Stockholders' Equity for the Six Months Ended June 30, 2022, and 2021 (unaudited)
"Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (unaudited)
"Notes to the Financial Statements (unaudited)
"Management's Discussion and Analysis of Financial Condition and Results of Operations
"Quantitative and Qualitative Disclosures About Market Risk
"Controls and Procedures
"Part Ii
"Legal Proceedings
"Risk Factors
"Unregistered Sales of Equity Securities and Use of Proceeds
"Defaults Upon Senior Securities
"Mining Safety Disclosures
"Other Information
"Exhibits
"Signatures

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 10-Q

 

 i  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended  i June 30,  i 2022 / 

 

 i  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number:  i 000-56200

 

HI-GREAT GROUP HOLDING COMPANY

(Exact name of registrant as specified in its charter)

 

 i Nevada    i 46-2218131
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)

 

 i 621 South Virgil Avenue,  i #470,  i Los Angeles,  i California    i 90005
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  i (213) i -219-7746

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.  i Yes No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes  i 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 the 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
 i Non-accelerated filer Smaller reporting company  i 
    Emerging growth company  i 

 

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  i 

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of September 1, 2022, the issuer had  i 100,000,000 shares of its common stock issued and outstanding.

 

 

 

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EXPLANATORY NOTE

 

This form 10-Q for the quarter ended June 30, 2022, is being filed as reviewed by our Independent Auditor

 

 C: 

 

 

 

TABLE OF CONTENTS

 

PART I   1
Item 1. Unaudited Condensed Financial Statements 1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 2
Item 3. Quantitative and Qualitative Disclosures About Market Risk 7
Item 4. Controls and Procedures 7
     
PART II   8
Item 1. Legal Proceedings 8
Item 1A. Risk Factors 8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Mining Safety Disclosures 8
Item 5. Other Information 8
Item 6. Exhibits 8
     
  Signatures 9

 

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PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

INDEX TO FINANCIAL STATEMENTS

 

Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 F-1
Statements of Operations for the Six and Six Months Ended June 30, 2022 and 2021 (unaudited) F-2
Statements of Stockholders’ Equity for the Six Months Ended June 30, 2022, and 2021 (unaudited) F-3
Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (unaudited) F-4
Notes to the Financial Statements (unaudited) F-5

 

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HI-GREAT GROUP HOLDING COMPANY

BALANCE SHEETS

(Unaudited)

 

   June 30,   December 31, 
   2022   2021 
   (Unaudited)   (Audited) 
ASSETS        
Current assets:        
Cash  $ i 120,907   $ i 113,169 
Inventory    i 30,060     i 62,160 
Receivable from Citi Bank    i 5,194      
           
Total current assets    i 156,161     i 175,329 
           
Non-current assets:          
Right of use asset – operating lease – related party    i 111,000     i 115,000 
Total assets  $ i 267,161   $ i 290,329 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable  $ i 47,740   $ i 58,740 
Accounts payable – related party   
-
    
-
 
Notes payable – related party   
-
    
-
 
Loan payable – related party   
-
    
-
 
Accrued royalty– related party    i 138,240     i 53,366 
Deferred revenue   
-
    
-
 
Operating lease obligation, current portion – related party    i 14,750     i 18,750 
State Income Tax Payable    i 800     i 800 
Total current liabilities    i 201,530     i 131,656 
           
Non-Current Liabilities:          
Operating lease obligation – related party    i 96,250     i 96,250 
Total Liabilities    i 297,780     i 227,906 
           
Commitments and Contingencies   
 
    
 
 
           
Stockholders’ Deficit:          
Preferred stock, par value $ i  i 0.001 /  per share;  i  i 10,000,000 /  shares authorized; no shares issued and outstanding   
 
    
 
 
Common stock, par value $ i  i 0.001 /  per share;  i  i 1,100,000,000 /  shares authorized;  i  i  i  i 100,000,000 /  /  /  shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively    i 100,000     i 100,000 
Additional paid in capital    i 629,566     i 629,566 
Accumulated Deficit   ( i 760,185)   ( i 667,142)
Total stockholders’ equity   ( i 30,619)    i 62,424 
           
Total liabilities and stockholders’ equity  $ i 267,161   $ i 290,329 

 

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

 

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F-1

 

 

HI-GREAT GROUP HOLDING COMPANY
STATEMENTS OF OPERATIONS

(Unaudited)

 

    For the three months
ended
   

For the six months

ended

 
    June 30,     June 30,  
    2022     2021     2022     2021  
                         
Sales   $  i 48,285     $  i 66,584     $  i 109,203     $  i 124,474  
Cost of sales-royalty– related party      i 12,071        i 16,646        i 84,874        i 31,005  
Cost of goods sales      i 2,209        i 2,734        i 32,100        i 28,140  
Gross profit      i 34,005        i 47,204       ( i 7,771)        i 65,329  
                                 
Operating expenses:                                
Professional fees      i 10,750        i 9,400        i 12,250        i 25,900  
Rent expense      i 7,500        i 7,500        i 15,000        i 15,000  
General and administrative expenses      i 53,167        i 1,158        i 58,022        i 8,925  
Total operating expense      i 71,417        i 18,058        i 85,272        i 49,825  
                                 
Income (Loss) from operations     ( i 37,412)        i 29,146       ( i 93,043)        i 15,504  
                                 
Other income (expense):                                
Interest income     -       -       -       -  
Interest expense     -       ( i 120 )     -       ( i 307 )
Total other (expense) income     ( i 37,412 )     ( i 120 )     (- )     ( i 307 )
                                 
Net income (loss)   $ ( i 37,412)     $  i 29,026     $ ( i 93,043)     $  i 15,197  
Net income (loss) per common share – basic and diluted   $  i 0.00     $  i 0.00     $ ( i 0.00 )   $ ( i 0.00 )
Weighted average common shares      i 100,000,000        i 100,000,000        i 100,000,000        i 100,000,000  

 

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

 

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F-2

 

 

HI-GREAT GROUP HOLDING COMPANY
STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(Unaudited)

 

   Common
Stock:
Shares
   Common
Stock:
Amount
   Additional
Paid-in
Capital
   Accumulated
Deficit
   Totals 
Balance – December 31, 2019    i 100,000,000   $ i 100,000   $ i 619,566   $( i 719,802)  $( i 236)
Net Loss (Restated)                  ( i 43,374)   ( i 43,374)
Balance – June 30, 2020    i 100,000,000   $ i 100,000   $ i 619,566   $( i 763,176)  $( i 43,610)
Net Income (Restated)                   i 9,404     i 9,404 
Balance – June 30, 2020    i 100,000,000   $ i 100,000   $ i 619,566   $( i 753,772)  $( i 34,206)

 

   Common
Stock:
Shares
   Common
Stock:
Amount
   Additional
Paid-in
Capital
   Accumulated
Deficit
   Totals 
Balance – December 31, 2020    i 100,000,000   $ i 100,000   $ i 619,566   $( i 732,584)  $( i 13,018)
Net Loss - March                  ( i 36,329)   ( i 36,329)
Balance – June 30, 2021    i 100,000,000   $ i 100,000   $ i 619,566   $( i 768,913)  $( i 49,347)
Adjustment – Issuance of Stocks              i 10,000          i 10,000 
Adjustment                   i 26,580     i 26,580 
Net Income                   i 29,026     i 29,026 
Balance – June 30, 2021    i 100,000,000   $ i 100,000   $ i 629,566   $( i 713,307)  $ i 16,259 
Adjustment                   i 3,780     i 3,780 
Net Income                   i 42,385     i 42,385 
Balance – December 31, 2021    i 100,000,000   $ i 100,000   $ i 629,566   $( i 667,142)  $ i 62,424 
Net Income                  ( i 93,043)   ( i 93,043)
Balance – June 30, 2022    i 100,000,000   $ i 100,000   $ i 629,566   $( i 760,185)  $( i 30,619)

 

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

 

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F-3

 

 

HI-GREAT GROUP HOLDING COMPANY
STATEMENTS OF CASH FLOWS

(Unaudited)

 

   For the six months
ended
 
   June 30, 
   2022   2021 
         
Cash Flows from operating activities:          
Net Income  $( i 93,043)  $ i 15,197 
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:          
Amortization of right of use asset – operating lease   
-
    
-
 
Changes in operating assets and liabilities:          
Inventory    i 32,100    ( i 13,350)
Deferred cost of goods sold   
-
    
-
 
 Receivable from CitiBank   ( i 5,194)     
Accounts payable – related party   ( i 11,000)    i 2,370 
Accrued royalty    i 84,874     i 8,475 
Accrued interest   
-
    ( i 714)
Loan Payable   
-
    ( i 2,465)
Deferred Revenue   
-
    
-
 
Operating Lease Obligation (Current Portion)   ( i 4,000)   ( i 25,000)
Net cash provided (used) by operating activities    i 3,737    ( i 30,684)
           
Cash Flows from Investing Activities:          
Notes receivable – Related Party   
-
    
-
 
Right of Use Asset – Related Party    i 4,000     i 11,250 
Net cash provided (used) by investing activities    i 4,000     i 11,250 
           
Cash Flows from Financing Activities:          
Proceeds from common stock – related party   
-
     i 10,000 
Proceeds from notes payable – related party   
-
    ( i 15,000)
Operating Lease Obligation   
-
     i 15,000 
Retained Earnings   
-
     i 4,080 
Net cash provided (used) by financing activities   
-
     i 14,080 
           
Effect of exchange rate changes   
-
    
-
 
           
Net change in cash    i 7,737     i 9,843 
           
Cash at beginning of period    i 113,170     i 24,041 
Cash at end of period  $ i 120,907   $ i 33,884 
           
Supplemental schedule of cash flow information:          
           
Non-cash investing and financing activities:          
Note receivable-related party  $
-
   $
-
 
Common stock-related party  $
-
   $
-
 
Right of use asset – operating lease  $
-
   $
-
 

  

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

 

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F-4

 

 

HI-GREAT GROUP HOLDING COMPANY

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2022

(Unaudited)

 

 i 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Basis of Presentation and Organization

 

Hi-Great Group Holding Company (the “Company”) is a development stage enterprise that was originally incorporated, on September 30, 2010, under the laws of the State of Nevada.

 

On March 8, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for Hi-Great Group Holding Company, proper notice having been given to the officers and directors of Hi-Great Group Holding Company. There was no opposition.

 

On March 15, 2019, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as President, Secretary, Treasurer and Director.

 

On October 11, 2019, Custodian Ventures entered into a stock purchase agreement whereby they transferred  i 70,000,000 shares of common stock to Esther Yang in exchange for $ i 225,000 in cash. As a result of the sale, there was a change of control of the Company. There is no family relationship or other relationship between the Seller and the Purchaser.

 

 i 

On March 19, 2020, the Company entered in a licensing agreement with SellaCare, Inc. for the licensing of Patents and all future products developed by the SellaCare, Inc. The licensing agreement calls for the Company to pay 25% of all Gross revenues or $1,000, whichever is greater and not less than $1,000, beginning April 30, 2020 and payable the 15th of every month thereafter.

 

On March 16, 2020, the Company entered into a land lease for property located in the unincorporated area of Pearblossom, County of Los Angeles, California, in agreement with Sella Property, LLC. Sella Property, LLC is an entity controlled by Esther Yang. The lease calls for rent payments of $ i 30,000 in annual installments due on the 16th day of March each year.

 

In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have had a minimal impact on our day to day operations. However, this could impact our efforts to enter into a business combination as other businesses have had to adjust, reduce or suspend their operating activities. The extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. The Company is unable to predict the ultimate impact at this time.

 

 i 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 i 

Basis of presentation

 

The accompanying unaudited financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2021The Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products which may become part of the Company’s product portfolio. The Company has not realized significant sales through since inception. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant.

 

 i 

Use of estimates

 

The preparation of 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 amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates

 

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F-5

 

 

 i 

Cash and Cash Equivalents

 

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of six months or less to be cash and cash equivalents.

 

 i 

Reclassifications

 

No reclassifications have been made to the current period financial information to conform to the presentation used in the financial statements for the six months ended June 30, 2022.

 

 i 

Revenue Recognition

 

The Company records revenue in accordance with FASB Accounting Standards Codification (“ASC”) as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company is involved in Agritourism and sells herbal supplements. The Company sells herbal supplements it buys directly from SellaCare, Inc. and sells those supplements using the SellaCare brand. SellaCare, Inc is a company that is controlled by the Company’s majority shareholder.

 

 i 

Cost of Goods Sold

 

Cost of sales includes all direct expenses incurred to produce the revenue for the period. This includes, but is not limited to, product cost and shipping. Cost of goods sold are recorded in the same period as the resulting revenue. The company pays a sales based royalty payment of  i 25% of gross revenue to SellaCare, Inc., its related party. This royalty expense is included in cost of goods sold.

 

 i 

Leases

 

The Company adopted the new lease accounting standard, “Accounting Standards Codification Topic 842 Leases (ASC 842)” using the modified retrospective basis for all agreements existing as of January 1, 2019 as described further below under Accounting Standards Adopted.

 

The Company recognizes a right-of-use asset and lease liability for all financing and operating leases with terms greater than twelve months. The lease liability is measured based on the present value of the lease payments not yet paid. The right-of-use asset is measured based on the initial measurement of the lease liability adjusted for any direct costs incurred upon commencement of the lease. The right-of-use assets are amortized on a straight-line basis over the lease term, and are tested for impairment in a manner consistent with the other long-lived assets held by the Company.

 

 i 

Adoption of Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

 i 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

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F-6

 

 

 i 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

On December 27, 2019, the company obtained a loan in the amount of $ i 5,000 from Jung Ho Yang. The note bears an interest rate of  i 5% and matures on  i November 30, 2020. As of December 31, 2020, there is $ i 253 of interest accrued on this note. This note is paid.

 

On January 28, 2020, the company obtained a loan in the amount of $ i 10,000 from Sellacare America, Inc. The note bears an interest rate of  i 5% and matures on  i November 30, 2020 As of December 31, 2020, there is $ i 463 of interest accrued on this note. This note is paid.

 

 i On March 19, 2020, the Company entered in a licensing agreement with SellaCare, Inc. for the licensing of Patents and all future products developed by the SellaCare, Inc. The licensing agreement calls for the Company to pay 25% of all Gross revenues or $1,000, whichever is greater and not less than $1,000, beginning April 30, 2020 and payable the 15th of every month thereafter. As of June 30, 2022, $ i 138,240 of licensing expense has been accrued.

 

On March 16, 2020, the Company entered into a land lease for property located in the unincorporated area in Pearblossom, County of Los Angeles, California, in agreement with Sella Property, LLC. Sella Property, LLC is an entity controlled by Company’s majority shareholder. The lease calls for rent payments of $ i 30,000 in annual installments due on the 16th day of March each year.  i The lease begins March 16, 2020 and matures March 16, 2025.

 

As of June 30, 2022, a total of $ i 0 in loan payable to related party.

 

 i 

NOTE 5 – LEASE OBLIGATION

 

On February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). The ASU introduces a new leasing model for both lessees and lessors. Topic 842 provides guidance in how to identify whether a lease arrangement exists. Management has evaluated its leasing arrangement and has classified it as operating lease.

 

Operating Lease Obligations

 

On March 16, 2020, the Company entered into a land lease for property located in the unincorporated area Pearblossom, County of Los Angeles, State of California.in agreement with Sella Property, LLC. Sella Property, LLC is a company controlled by the majority shareholder of the Company. The lease calls for rent payments of $ i 30,000 in annual installments due on the 16th day of March each year.  i The lease begins March 16, 2020 and matures March 16, 2025.

 

Lease obligations at June 30, 2022 consisted of the following:

 i 

 

For the year ended December 31:

     
2021   $  i 18,750  
2022      i 26,000  
2023      i 30,000  
2024      i 30,000  
2025      i 6,250  
Total Obligation as of June 30, 2022   $  i 111,000  
Total Payments Made as of June 30, 2022      i 39,000  
Total Obligation   $  i 150,000  
Lease Obligation - Current portion      i 14,750  
Add: Lease Obligation – Long term   $  i 96,250  
Total Right of Use of Asset   $  i 111,000  
 / 

 

 i 

NOTE 6 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist.

 

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

 

The following information should be read in conjunction with our financial statements and related notes thereto included in Part I, Item 1, above.

 

Forward Looking Statements

 

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

 

  our future strategic plans;

 

  our future operating results;

 

  our business prospects;

 

  our contractual arrangements and relationships with third parties;

 

  the dependence of our future success on the general economy;

 

  our possibility of not successfully raising future financings; and

 

  the adequacy of our cash resources and working capital.

 

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

 

Executive Overview

 

Hi-Great Group Holding Company (the “Company”) is a development stage enterprise that was originally incorporated, on September 31, 2010, under the laws of the State of Nevada.

 

On March 8, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for Hi-Great Group Holding Company, proper notice having been given to the officers and directors of Hi-Great Group Holding Company. There was no opposition.

 

 C: 

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On March 15, 2019, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director.

 

On March 20, 2019, the Company issued 70,000,000 shares of common stock to Custodian Ventures, LLC (controlled by David Lazar) at par for shares valued at $70,000 in exchange for settlement of a portion of a related party loan for amounts advanced to the Company in the amount of $16,100, and the promissory note issued to the Company in the amount $53,900.

 

On October 14, 2019, as a result of a private transactions, 70,000,000 shares of common stock (the “Shares”) of Hi-Great Group Holding Co. (the “Company”), were transferred from Custodian Ventures LLC to Esther Yang (the “Purchaser”). As a result, the Purchaser became a 70% holder of the voting rights of the issued and outstanding share capital of the Company, on a fully-diluted basis, and became the controlling shareholder.

 

On October 14, 2019, and effective October 15, 2019, the existing director and officer resigned. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Ho Soon Yang consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company.

 

Ho Soon Yang was appointed as a Chief Executive Officer, President, Secretary, Treasurer and Chairman of Board of Directors of the Company.

 

On February 25, 2020 the Board of Directors via Written Consent Approved the Addition of Alex Jun Ho Yang to the Board of Directors on the same day, and effective immediately, the following Officers were appointed, Alex Jun Ho Yang. Chief Executive Officer, Ho Soon Yang, Chief Financial Officer and Esther Yang as Secretary to the Company. Previously, Ho Soon Yang was the acting President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company and the sole Director of the Company.

 

On April 16, 2020 Esther Yang through a Share Purchase Agreement sold 65,001,000 of the 70,000,000 shares she had purchased from Custodian Ventures, LLC in the Company to Jun Ho Yang and Ho Soon Yan. On April 22, 2020 she resigned as Corporate Secretary and Director of the Company. As of June 30, 2022, Esther Yang remaining shares is 4,999,000.

 

On April 24, 2020, Madeline Choi was appointed as Secretary to the Company by the Current Board of Directors.

 

On April 29, 2020, Madeline Choi was transferred 1,000,000 shares from Alex Jun Ho Yang as compensation for serving as Secretary.

 

On September 22, 2020 Madeline Choi resigned as Secretary of the Company and Ho Soon Yang resumed the role of Secretary.

 

Our Company plans to grow organically through internet sales of its current worldwide exclusive license agreement with SellaCare, Inc. in the areas of Longevity Health Supplements and plans to integrate new product lines containing CBD Oils for additional health benefits and also expand into the lucrative cosmetic sector as an overall sustainable revenue platform as they become a major supplier in each of the six industry sectors.

 

For more information please visit our website at www.HIGRgroup.com and www.HIGreat.com.

 

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Our Business Objectives

 

Our principal business objective is to maximize shareholders returns through a combination of (1) dividends to our shareholders, (2) sustainable long-term growth in cash flows from distribution of the products described herein, (3) potential long-term appreciation in the value of our properties from capital gains upon future sales, (4) other sustainable agricultural business opportunity which the Board of Directors determines to be beneficial to Company, or (5) distribution of plant-based finished consumer product and integrate the use of specialty herbs into its worldwide health supplement business to include expansion into the cosmetics sector using multiple herbal oils and compounds.

 

Business Overview

 

The Company is a development stage company purposed to organically grow through internet sales of its current worldwide exclusive license agreement with SellaCare, Inc. in the areas of Longevity Health Supplements and plans to integrate new product lines containing CBD Oils for additional health benefits and also expand into the lucrative cosmetic sector as an overall sustainable revenue platform as they become a major supplier in each of the six industry sectors.

 

Hi- Great Group Holding Company believes Agritourism is a field that is growing in popularity as landowners, and farmers try to meet the social and economic demands of urban residents that are demanding growing space for private organic gardens they can use to grow and harvest food for their families. They are also looking for a resort experience to take the family in a safe and healthy environment with affordable weekend getaways close to where they live.

 

Agritourism operations exist throughout the United States and the world. And can be referred to as “agritourism” is often used interchangeably with “agri-tourism,” “agrotourism,” “farm tourism,” “agricultural tourism,” or “agritainment. The company will provide a weekend gardening resort destination for all types of guests wanting to lease and own a weekend farming getaway close to the urban Los Angeles and surrounding communities. By combining agriculture and the weekend family farm offers HI Great Group Holding Company a profitable and predictable revenue stream to enhance its current Organic Supplements Business. In addition, the ability to single source organic herbs and materials for our proprietary future product lines will save on the cost of new proprietary blends.

 

The Concept of Family Weekend Farm is growing internationally as consumers want to escape the urban work environments and have a weekend getaway to farm and is also as a family weekend retreat close to key entertainment venues. The Company’s current location is close to Los Angeles and within a one-hour drive to key California Ski Resorts in the winter and a large Lake Resort venue in the spring and summer. The company plans to partner with companies offering entertainment and family day trips to the local destination resorts.

 

The Company will build out its weekend Farming Resort with space for 3,000 individual gardens hosting a portable cabin of the new members choice and selected and customized during the Individual Club Membership Process and Initiation. Each New Member will have one to four build out cottage options depending on size and floor plans to be placed on their individual gardening parcel. The cottages will be built with reclaimed materials and use reusable shipping containers as part of the portable cottage build out packages. HIGR cottages will use solar panels when available to reduce members carbon footprint as an option for each member. HIGR will also look entertain the cost of providing the solar panels in exchange for the solar energy generated by each member. The company looks to partner with leading solar producers in California and take advantage of all tax credits currently available for Solar Energy and Organic Farming. The Final Phase will be to create a franchise model for approved Farmland Owners across the Nation and World to buy into a turnkey operation for their privately owned farmland that is currently unused as the global demand for Clean Organic Weekend Farms is now changing with our new socially responsible culture and the public is demanding these types of weekend farms.

 

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Results of Operation for the Six Months Ended June 30, 2022 and 2021

 

Sales and Cost of Sales

 

For the six months ended June 30, 2022 we had $109,203 of sales compared to $124,474 for the six months ended June 30, 2021. Our cost of sales for the six months ended June 30, 2022 was $116,974 compared to $59,145 for the six months ended June 30, 2021. The Company just recently started to generate revenue in the beginning of 2020.

 

Professional fees

 

For the six months ended June 30, 2022 we incurred $12,250 of professional fee expenses compared to $25,900 for the six months ended June 30, 2021. The decrease of professional fees in the current period is attributed to a decrease of legal and audit expenses.

 

General and administrative

 

For the six months ended June 30, 2022 we incurred $17,832 of general and administrative expense (“G&A”) compared to $17,935 for the six months ended June 30, 2021. The decrease in the current year is attributed to a decrease of shipping expenses in this quarter.

 

Other income (expense)

 

For the six months ended June 30, 2022, we had interest expense of $0, compared to $307 for the six months ended June 30, 2021.

 

Net loss

 

For the six months ended June 30, 2022, the Company had a net loss of $93,043 as compared to a net income of $15,197 for the six months ended June 30, 2021.

 

Liquidity and Capital Resources

 

As reflected in the accompanying unaudited financial statements, the Company has just recently begun to generate revenue. We have an accumulated deficit of $760,185 and had a net loss of $93,043 for the six months ended June 30, 2022.

 

Operating Activities

 

We had cash provided of $3,737 for the six months ended June 30, 2022, compared to cash used of $30,684 for the six months ended June 30, 2021.

 

We had used $4,000 for investing activities for the six months ended June 30, 2022, compared to using $11,250 for a right of use of asset in the prior period.

 

We had used $0 for financing activities for the six months ended June 30, 2022, compared to the received $14,080 for the six months ended June 30, 2021.

 

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Critical Accounting Estimates and Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes.  Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

 

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies.  An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated.  We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

 

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities.  The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled.  Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

 

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.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended June 30, 2022.

 

The following aspects of the Company were noted as potential material weaknesses:

 

  lack of an audit committee

 

  lack of segregation of duties

 

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

 

Changes in Internal Controls

 

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company’s internal controls over financial reporting during the quarter ended June 30, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item; however, due to the current circumstance we have chosen to include the following risk factor.

 

On January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the company, to date, the Company has not experienced a material impact.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINING SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None

 

ITEM 6. EXHIBITS

 

Exhibit
Number
  Exhibit Description
     
31.1   Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
     
31.2   Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
     
32   Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
     
101   Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 formatted in Extensible Business Reporting Language (iXBRL).
     
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 

 

 C: 

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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.

 

HI-GREAT GROUP HOLDING COMPANY

 

Date: September 6, 2022 By: /s/ Jun Ho Yang
  Name:  Jun Ho Yang
  Title: Chief Executive Officer
(Principal Executive Officer)
     
Date: September 6, 2022 By: /s/ Ho Soon Yang
  Name: Ho Soon Yang
  Title: Chief Financial Officer
(Principal Financial and Accounting Officer)

 

 

9

 

 i Hi-Great Group Holding Co  i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i 0.00  i 0.00  i 0.00  i 0.00  i 100000000  i 100000000  i 100000000  i 100000000  i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i   i false  i --12-31  i Q2  i 0001807616 0001807616 2022-01-01 2022-06-30 0001807616 2022-09-01 0001807616 2022-06-30 0001807616 2021-12-31 0001807616 2022-04-01 2022-06-30 0001807616 2021-04-01 2021-06-30 0001807616 2021-01-01 2021-06-30 0001807616 us-gaap:CommonStockMember 2019-12-31 0001807616 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001807616 us-gaap:RetainedEarningsMember 2019-12-31 0001807616 2019-12-31 0001807616 us-gaap:RetainedEarningsMember 2020-01-01 2020-03-31 0001807616 2020-01-01 2020-03-31 0001807616 us-gaap:CommonStockMember 2020-03-31 0001807616 us-gaap:AdditionalPaidInCapitalMember 2020-03-31 0001807616 us-gaap:RetainedEarningsMember 2020-03-31 0001807616 2020-03-31 0001807616 us-gaap:RetainedEarningsMember 2020-04-01 2020-06-30 0001807616 2020-04-01 2020-06-30 0001807616 us-gaap:CommonStockMember 2020-06-30 0001807616 us-gaap:AdditionalPaidInCapitalMember 2020-06-30 0001807616 us-gaap:RetainedEarningsMember 2020-06-30 0001807616 2020-06-30 0001807616 us-gaap:CommonStockMember 2020-12-31 0001807616 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001807616 us-gaap:RetainedEarningsMember 2020-12-31 0001807616 2020-12-31 0001807616 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001807616 2021-01-01 2021-03-31 0001807616 us-gaap:CommonStockMember 2021-03-31 0001807616 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001807616 us-gaap:RetainedEarningsMember 2021-03-31 0001807616 2021-03-31 0001807616 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001807616 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001807616 us-gaap:CommonStockMember 2021-06-30 0001807616 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001807616 us-gaap:RetainedEarningsMember 2021-06-30 0001807616 2021-06-30 0001807616 us-gaap:RetainedEarningsMember 2021-07-01 2021-12-31 0001807616 2021-07-01 2021-12-31 0001807616 us-gaap:CommonStockMember 2021-12-31 0001807616 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001807616 us-gaap:RetainedEarningsMember 2021-12-31 0001807616 us-gaap:RetainedEarningsMember 2022-01-01 2022-06-30 0001807616 us-gaap:CommonStockMember 2022-06-30 0001807616 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001807616 us-gaap:RetainedEarningsMember 2022-06-30 0001807616 2019-10-01 2019-10-11 0001807616 2020-03-01 2020-03-19 0001807616 2020-03-16 0001807616 higr:JungHoYangMember 2019-12-27 0001807616 higr:JungHoYangMember 2019-12-27 2019-12-27 0001807616 higr:JungHoYangMember 2020-12-31 0001807616 higr:SellacareAmericaIncMember 2020-01-28 0001807616 higr:SellacareAmericaIncMember 2020-01-28 2020-01-28 0001807616 higr:SellacareAmericaIncMember 2020-12-31 0001807616 2020-03-19 2020-03-19 0001807616 2020-03-01 2020-03-16 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

Dates Referenced Herein   and   Documents Incorporated by Reference

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3/16/25
12/31/22
Filed on:9/6/22
9/1/22
For Period end:6/30/22
12/31/2110-K
6/30/2110-Q
12/31/2010-K,  NT 10-K
11/30/20
9/22/20
6/30/2010-Q,  10-Q/A
4/30/20
4/29/20
4/24/20
4/22/20
4/16/20
3/19/20
3/16/20
3/10/20
2/25/20
1/30/20
1/28/20
12/31/19
12/27/19
10/15/19
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