SEC Info - China WuYi Mountain, Ltd. - ‘10-Q’ for 2/28/23

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		Alternative Formats (Word, et al.) Condended Statements of Stockholders' Equity (Deficit) Condensed Balance Sheets Condensed Statements of Cash Flows Condensed Statements of Operations Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Statements Item 1 Item 1A Item 2 Item 3 Item 4 Item 5 Item 6 Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Notes to Condensed Financial Statements Other Information Part I-Financial Information Part Ii-Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Signatures Table of Contents Unregistered Sales of Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I-Financial Information
"	Item 1
"	Financial Statements
"	Condensed Balance Sheets
"	Condensed Statements of Operations
"	Condended Statements of Stockholders' Equity (Deficit)
"	Condensed Statements of Cash Flows
"	Notes to Condensed Financial Statements
"	Item 2
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3
"	Quantitative and Qualitative Disclosures About Market Risk
"	Item 4
"	Controls and Procedures
"	Part Ii-Other Information
"	Legal Proceedings
"	Item 1A
"	Risk Factors
"	Unregistered Sales of Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Item 5
"	Other Information
"	Item 6
"	Exhibits
"	Signatures

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i B20 1202 i International Software Park, i Hunnan New District, i Shenyang, Liaoning, i China

(Name and address, including Zip Code and telephone number including area code, of agent for service)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ i 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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). i ☐ Yes ☒ No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court ☐ Yes ☐ No

As of July 23, 2023 there were i 85,600,000 shares of common stock issued and outstanding.

This Quarterly Report on Form 10-Q of China WuYi Mountain Ltd. (formerly Kokos Group Inc.), a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the possibility that we will not receive sufficient customers to grow our business, the Company’s need for and ability to obtain additional financing, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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

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

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

For the three-month period ended February 28, 2023 and February 28, 2022 we had no revenues.Expenses for the three-month period ended February 28, 2023 totaled $4,948 resulting in a net loss of $4,948. The net loss for the three-month period ended February 28, 2023 is a result of expenses of $4,948 comprised primarily of; professional fees of $4,000; transfer agent expenses of $198; and filing fees of $750.. Expenses for the three-month period ended February 28, 2022 totaled $2,569 resulting in a net loss of $2,569. The net loss for the three-month period ended February 28, 2022 is a result of expenses of $2,569 comprised primarily of; professional fees of $1,500; transfer agent expenses of $198; filing fees of $823; and bank service charges of $48.. The increase in expenses between the three-month periods February 28, 2023 and February 28, 2022 was due to the increase in professional fees and filing fees.

For the six-month period ended February 28, 2023 and February 28, 2022 we had no revenues. Expenses for the six-month period ended February 28, 2023 totaled $26,413 resulting in a net loss of $26,413. The net loss for the six-month period ended February 28, 2023 is the result of expenses of $26,413 comprised primarily of; professional fees of $23,000; transfer agent expenses of $570; filing fees of $2,250; and abandoned account expense of $593. Expenses for the six-month period ended February 28, 2022 totaled $14,465 resulting in a net loss of $14,465. The net loss for the six-month period ended February 28, 2022 is the result of expenses of $14,465 comprised primarily of; professional fees of $13,000; transfer agent expenses of $546; filing fees of $823; and bank service charges of $96.. The increase in expenses between the six-month periods February 28, 2023 and February 28, 2022 was due to the increase in professional fees due to the Company bringing its SEC filings current.

The pandemic caused by an outbreak of a new strain of coronavirus (COVID-19) has resulted, and is likely to continue to result, in significant national and global economic disruption and may adversely affect our business. Based on the Company’s current assessment, the Company does not expect any material impact on its long-term operation due to the worldwide spread of the COVID-19 virus. However, the Company is actively monitoring this situation and the possible effects on its financial condition, operations, suppliers, industry, and workforce.

We have generated no revenues to date and anticipate until we generate a more rapid growth in revenues we will require additional financings in order to fully implement our plan of operations. With the exception of cash advances from our sole Officer and Director, cash received in our initial offering and our recent private placement of $150,000 (of which $100,000 had been received), we have not had any additional funding. We must raise additional cash to implement our strategy and stay in business. A related party has verbally committed to continue to fund our operations. However, this is not in writing and maybe rescinded at any time.

We have generated no revenues to date and anticipate until we generate a more rapid growth in revenues we will require additional financings in order to fully implement our plan of operations. With the exception of cash advances from our sole Officer and Director, cash received in our initial offering and our recent private placement of $150,000 (of which $100,000 had been received), we have not had any additional funding. We must raise additional cash to implement our strategy and stay in business. Our president has verbally committed to continue to fund our operations. However, this is not in writing and maybe rescinded at any time.

As of February 28, 2023, we had $nil in cash and $143,068 due to a related party. As of August 31, 2022, we had $593 in cash and $117,521 due to a related party. Total liabilities as of February 28, 2023, were $144,660 compared to 118,840 in total liabilities at August 31, 2022. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status.. All amounts due to the related party are unsecured, non-interest bearing and have not set terms of repayment.

During March 1, 2023 through July 23, 2023, Century Acquisition (Formerly WP Acquisition Company, LLC), is a major shareholder and controls 19.25%, paid outstanding invoices on behalf of the Company for $25,547. The amounts due to the related party are unsecured and non- interest-bearing with no set terms of repayment. These transactions increased the shareholder loan balance to $148,190 in the subsequent period.

The Company has not yet implemented its business model. We must raise cash to implement our strategy and stay in business. In the event we do not raise any proceeds, the Company’s existing cash will not be sufficient to fund the expenses related to maintaining a reporting status and to implement its planned business. Accordingly, the Company intends to implement a different business plan.

The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share and 2,000,000 preferred shares with a par value of $0.001 per share. Total shares issued as of February 28, 2023 are 85,600,000 common shares and no preferred shares have been issued.

As of February 28, 2023, the Company has not granted any stock options and has not recorded any stock-based compensation.

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. The material weaknesses in our disclosure control procedures are as follows:

We intend to initiate measures to remediate the identified material weaknesses, including, but not necessarily limited to, the following:

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended February 28, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

On May 2, 2018, the Company entered into a subscription agreement with a China-based company, Grand Biotechnology Group Liaoning, (the authorized signor for Grand Biotechnology is a 4.9% shareholder of the Company), for the issuance of an aggregate of 20,000,000 shares of restricted common stock at $0.0075 per share for an aggregate purchase price of U.S.$150,000. On May 2, 2018, the Company issued 20,000,000 shares of restricted common stock. On May 15, 2018 the Company had received $100,000. As of February 28, 2023, $50,000 unpaid stock purchased amount are recorded as “Subscription receivable” under stockholders’ deficit on the balance sheet.

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.

Large accelerated filer	☐	Accelerated filer	☐
i Non-accelerated Filer	☐	Smaller reporting company	i ☒
(Do not check if a smaller reporting company)		Emerging growth company	i ☐

PART I—FINANCIAL INFORMATION		4
Item 1.	Financial Statements.	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	6
Item 4.	Controls and Procedures.	6

PART II—OTHER INFORMATION		7
Item 1.	Legal Proceedings.	7
Item 1A.	Risk Factors.	7
Item 2.	Unregistered Sales of Securities and Use of Proceeds.	7
Item 3.	Defaults Upon Senior Securities.	7
Item 4.	Mine Safety Disclosures.	7
Item 5.	Other Information.	7
Item 6.	Exhibits.	8
Signatures.		9

CONDENSED BALANCE SHEETS		F-1

CONDENSED STATEMENTS OF OPERATIONS		F-2

CONDENDED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)		F-3

CONDENSED STATEMENTS OF CASH FLOWS		F-4

NOTES TO CONDENSED FINANCIAL STATEMENTS		F-5

	February 28, 2023			August 31, 2022
	(unaudited)
ASSETS

CURRENT ASSETS
Cash	$	i -		$	i 593

TOTAL CURRENT ASSETS	$	i -		$	i 593

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable	$	i 1,592		$	i 1,319
Due to related party (Note 4)		i 143,068			i 117,521

TOTAL CURRENT LIABILITIES		i 144,660			i 118,840

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ DEFICIT

Preferred stock, par value $ i 0.001, i 2,000,000 authorized, -nil- issued and outstanding
Common stock, par value $ i 0.001, i 200,000,000 authorized – i 85,600,000 shares issued and outstanding		i 85,600			i 85,600
Subscription receivable		( i 50,000	)		( i 50,000	)
Additional paid in capital		i 89,491			i 89,491
Accumulated deficit		( i 269,751	)		( i 243,338	)

TOTAL STOCKHOLDERS’ DEFICIT		( i 144,660	)		( i 118,247	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	i 689		$	i 593

	Six months ended February 28, 2023			Six months ended February 28, 2022

OPERATING ACTIVITIES
Net loss for the period	$	( i 26,423	)	$	( i 14,465	)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by related party		i 25,547			i 14,320
Changes in operating assets and liabilities:
Accounts payable		i 273			i 49

NET CASH USED IN OPERATING ACTIVITIES		( i 593	)		( i 96	)

CASH FLOW FROM INVESTING ACTIVITIES		i -			i -

CASH FLOW FROM FINANCING ACTIVITIES		i -			i -

NET CASH PROVIDED BY FINANCING ACTIVITIES		i -			i -

NET INCREASE (DECREASE) IN CASH		( i 593	)		( i 96	)

CASH, BEGINNING		i 593			i 785

CASH, ENDING	$	i 0		$	i 689

China WuYi Mountain, Ltd. – ‘10-Q’ for 2/28/23

On: Friday, 7/28/23, at 11:14am ET · For: 2/28/23 · Accession #: 1477932-23-5589 · File #: 333-214276

Previous ‘10-Q’: ‘10-Q’ on 5/15/23 for 11/30/22 · Latest ‘10-Q’: This Filing

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

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Dates Referenced Herein and Documents Incorporated by Reference

Cash paid during the period for:
Interest	$	i -	$	i -

Income taxes	$	i -	$	i -
Related party debt forgiveness	$	i -	$	i -

1.	*Lack of formal policies and procedures necessary to adequately review significant accounting transactions.* We utilize a third party independent contractor for the preparation of our financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in our day to day operations and may not be provided information from our management on a timely basis to allow for adequate reporting/consideration of certain transactions. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that as of February 28, 2023 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

2.	*Audit Committee and Financial Expert*. We do not have an audit committee with a financial expert and, thus, we lack the appropriate oversight within the financial reporting process.

	·	Establishing a formal review process of significant accounting transactions that includes participation of our principal executive officer, principal financial officer and corporate legal counsel.

	·	Form an audit committee that will establish policies and procedures that will provide our Board of Directors with a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer

32.1		Section 1350 Certification of Chief Executive Officer

32.2		Section 1350 Certification of Chief Financial Officer *

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104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101

	China WuYi Mountain, Ltd.

Date: July 23, 2023	By:	/s/ *Lei Wang*
		Lei Wang
		President and Director
		Principal Executive Officer
		Principal Financial Officer
		Principal Accounting Officer

This ‘10-Q’ Filing	Date	Other Filings

	8/31/23
Filed on:	7/28/23
	7/23/23
	3/1/23
For Period end:	2/28/23
	2/7/23	10-K
	11/30/22	10-Q
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	5/25/18	8-K
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