UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended June 30, 2017

 

or

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission File Number 333-208978

 

Bosy Holdings Corp.

(Exact name of registrant issuer as specified in its charter)

 

Nevada   98-1253258
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

Unit Room 7C, World Trust Tower Building,

50 Stanley Street, Central, Hong Kong

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code (852) 3610-2665

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

YES [X] NO [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

 

YES [  ] NO [X]

 

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

 

Large Accelerated Filer [  ] Accelerated Filer [  ] Non-accelerated Filer [  ] Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Outstanding at June 30, 2017  
Common Stock, $.0001 par value     201,965,520  

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS:
  Condensed Balance Sheets as of June 30, 2017 (unaudited) and December 31, 2016 (audited) F-1
  Condensed Statement of Operations for the Three Months and Six Months Ended June 30, 2017 (unaudited) F-2
  Condensed Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2017 (unaudited) F-3
  Condensed Statement of Cash Flows for the Six Months Ended June 30, 2017 and 2016 (unaudited) F-4
  Notes to the Condensed Financial Statements (unaudited) F-5 — F-10
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 5
ITEM 4. CONTROLS AND PROCEDURES 5
PART II OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS 6
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 6
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 6
ITEM 4 MINE SAFETY DISCLOSURES 6
ITEM 5 OTHER INFORMATION 6
ITEM 6 EXHIBITS 6
SIGNATURES 7

 

  - 2 -  
     

 

PART I — FINANCIAL INFORMATION

 

Item 1. Condensed Financial Statements

 

BOSY HOLDINGS CORP.

CONDENSED BALANCE SHEETS

AS OF JUNE 30, 2017 AND DECEMBER 31, 2016

(Currency expressed in United States Dollars (“US$”), except for number of share)

 

    As of
June 30, 2017
    As of
December 31, 2016
 
    (Unaudited)     (Audited)  
ASSETS                
CURRENT ASSETS                
Prepaid Expenses   $ 1,350     $ -  
Cash and cash equivalents   $ 454,551     $ 468,582  
TOTAL CURRENT ASSETS   $ 455,901     $ 468,582  
                 
NON-CURRENT ASSETS                
Property and Equipment   $ 3,878     $ -  
TOTAL NON-CURRENT ASSETS   $ 3,878     $ -  
                 
TOTAL ASSETS   $ 459,779     $ 468,582  
LIABILITIES AND STOCKHOLDERS’ EQUITY                
CURRENT LIABILITIES                
Accrued liabilities   $ 2,000     $ 3,585  
Due to Director   $ 4,028     $ 150  
TOTAL LIABILITIES   $ 6,028     $ 3,735  
                 
STOCKHOLDERS’ EQUITY                
Preferred stock – Par value $0.0001; Authorized: 200,000,000; None issued and outstanding     -       -  
Common stock – Par value $ 0.0001; Authorized: 600,000,000; Issued and outstanding: 201,965,520 and 201,965,520 shares as of June 30, 2017 and December 31, 2016 respectively     20,197       20,197  
Additional paid-in capital     637,448       637,448  
Accumulated deficit     (203,894 )     (192,798 )
TOTAL STOCKHOLDERS’ EQUITY   $ 453,751     $ 464,847  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 459,779     $ 468,582  

 

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

 

F- 1  
 

 

BOSY HOLDINGS CORP.

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2017 AND 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

    Six Months Ended
June 30,
    Three Months Ended
June 30,
 
    2017     2016     2017     2016  
REVENUE   $ 12,500       -     $ 12,500       -  
                                 
COST OF REVENUE   $ 10,000       -     $ 10,000       -  
                                 
GROSS PROFIT   $ 2,500       -     $ 2,500       -  
                                 
OTHER INCOME   $ 2       -     $ 2       -  
                                 
OPERATING EXPENSES:                                
General and administrative   $ (13,598 )     (5,219 )   $ (7,457 )     (3,167 )
                                 
LOSS BEFORE INCOME TAX   $ (11,096 )     (5,219 )   $ (4,955 )     (3,167 )
                                 
Income tax expense     -       -       -       -  
                                 
NET LOSS   $ (11,096 )     (5,219 )   $ (4,955 )     (3,167 )
                                 
Net loss per share, basic and diluted:   $ (0.00 )     (0.00 )     (0.00 )     (0.00 )
                                 
Weighted average number of common shares outstanding, basic and diluted     201,965,520       201,423,684       201,965,520       201,441,368  

 

See accompanying notes to the condensed consolidated financial statements.

 

F- 2  
 

 

BOSY HOLDINGS CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

    COMMON STOCK     ADDITIONAL              
    Number of
Shares
    Amount     PAID-IN
CAPITAL
    ACCUMULATED
DEFICIT
    TOTAL
EQUITY
 
Balance as of December 31, 2016 (audited)     201,965,520     $ 20,197     $ 637,448     $ (192,798 )   $ 464,847  
                                         
Changes for the six month ended June 30, 2017     0       0       0       (11,096 )     (11,096 )
                                         
Balance as of June 30, 2017 (unaudited)     201,965,520       20,197       637,448       (203,894 )     453,751  

 

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

 

F- 3  
 

 

BOSY HOLDINGS CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2017 AND 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

    Six Months Ended
June 30, 2017
    Six Months Ended
June 30, 2016
 
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net loss   $ (11,096 )   $ (5,219 )
Adjustments to reconcile net loss to net cash used in operating activities                
Changes in operating assets and liabilities:                
Accrued liabilities   $ (1,585 )   $ 2,000  
Prepaid Expenses   $ (1,350 )   $ -  
Net cash flows used in operating activities   $ (14,031 )   $ (3,219 )
CASH FLOWS USED IN INVESTING ACTIVITIES:                
Purchase of Non-current Assets   $ (3,878 )   $ -  
Net cash flows used in Investing activities   $ (3,878 )   $ -  
CASH FLOWS FROM FINANCING ACTIVITIES                
Advance from directors   $ 3,878     $ -  
Proceeds from initial public offering   $ -     $ 78,500  
Net cash used in/provided by financing activities   $ 3,878     $ 78,500  
Net changes in cash and cash equivalents     (14,031 )     75,281  
Cash and cash equivalents, beginning of period     468,582       89,229  
CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 454,551     $ 164,510  
                 
SUPPLEMENTAL CASH FLOWS INFORMATION                
Income taxes paid   $ -     $ -  
Interest paid   $ -     $ -  

 

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

 

F- 4  
 

 

BOSY HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

1. BASIS OF PRESENTATION

 

The accompanying unaudited condensed financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

 

In the opinion of management, the balance sheet as of June 30, 2017 which has been derived from audited financial statements and these unaudited condensed financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended June 30, 2017 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2017 or for any future period.

 

These unaudited condensed financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Form 10-K for the year ended December 31, 2016.

 

2. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

Bosy Holdings Corp. (the “Company”) was incorporated in the State of Nevada on June 23, 2015. The Company is a development stage company that intends to provide agarwood inoculation services and plantation management projects.

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

Use of estimates

 

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheet, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

 

F- 5  
 

 

BOSY HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

Property and equipment

 

Property and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

 

Classification   Useful Life
Computer and Software   3 years

 

Bosy purchased 2 computers at the end of June, the management expects the computers will be subject to depreciation in next quarter because the utilization of computers will be started in July 2017. Expenditures for maintenance and repairs will be expensed as incurred.

 

Revenue recognition

 

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”, the Company recognizes revenue from sales of goods when the following four revenue criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) selling price is fixed or determinable; and (4) collectability is reasonably assured.

 

Revenue from supplies of Saplings is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the products are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history, management estimates that there was no sales return for the period reported.

 

Cost of revenue

 

Cost of revenue includes the purchase cost of saplings for re-sale to customers and packing materials. It excludes purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs and other costs of distribution network in cost of revenues.

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this 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 basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any 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.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

F- 6  
 

 

BOSY HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, prepayments and other receivables, amount due to a director, and other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

The Company follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

  Level 1 : Observable inputs such as quoted prices in active markets;
     
  Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
     
  Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

 

Recent accounting pronouncements

 

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new revenue recognition standard will be effective for us in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. We currently anticipate adopting the new standard effective January 1, 2018. The new standard also permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). We currently anticipate adopting the standard using the modified retrospective method. While we are still in the process of completing our analysis on the impact this guidance will have on our financial statements and related disclosures, we do not expect the impact to be material.

 

In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation,” (“ASU 2014-10”). ASU 2014-10 removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, ASU 2014-10 eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company has elected to adopt ASU 2014-10 effective with this registration statement on Form S-1 and its adoption resulted in the removal of previously required development stage disclosures.

 

F- 7  
 

 

BOSY HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers Other than Inventory (ASU 2016-16), which requires companies to recognize the income-tax consequences of an intra-entity transfer of an asset other than inventory. This guidance will be effective for us in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. We currently anticipate adopting the new standard effective January 1, 2018, and do not expect the standard to have a material impact on our financial statements.

 

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance will be effective for us in the first quarter of 2018 and early adoption is permitted. We are still evaluating the effect that this guidance will have on our financial statements and related disclosures.

 

4. STOCKHOLDERS’ EQUITY

 

As of June 30, 2017, there are 201,965,520 shares of common stock issued and outstanding.

 

There were no stock options, warrants or other potentially dilutive securities outstanding as of June 30, 2017.

 

5 PREPAID EXPENSES

 

    2017       2016  
Prepaid expenses   $ 1,350     $ -  
Total prepaid expenses   $ 1,350     $ -  

 

6 PLANT AND EQUIPMENT

 

At cost,   2017       2016  
Equipment   $ 3,731     $ -  
Software   $ 147     $ -  
Total Plant and Equipment   $ 3,878     $ -  

 

 

7. INCOME TAXES

 

For the Six months ended June 30, 2017 and 2016, the local (United States) and foreign components of loss before income taxes were comprised of the following:

 

    Six months ended
June 30, 2017
    Six months ended
June 30, 2016
 
             
Tax jurisdictions from:                
-Local   $ (11,096 )   $ (5,219 )
                 
Loss before income tax   $ (11,096 )   $ (5,219 )

 

F- 8  
 

 

BOSY HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

The provision for income taxes consisted of the following:

 

    Six months ended
June 30, 2017
    Six months ended
June 30, 2016
 
             
Current:                
-Local     -       -  
                 
Deferred:                
-Local     -       -  
Income tax expense     -       -  

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company and its subsidiary that operate in various countries: United States and Seychelles that are subject to taxes in the jurisdictions in which they operate, as follows:

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of June 30, 2017, there is no operations in the United States of America. The net operating loss carry forwards begin to expire in 2035, if unutilized. The Company has provided for a full valuation allowance of $203,894 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

8. CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a) Major customers

 

For three months ended June 30, 2017 and 2016, the customers who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

    2017     2016     2017     2016     2017     2016  
    Revenues     Percentage of revenues     Accounts receivable, trade  
Customer A   $ 12,500       -       100 %     -     $ -       -  
    $ 12,500       -       100 %     -     $ -       -  

 

For six months ended June 30, 2017 and 2016, the customers who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

    2017     2016     2017     2016     2017     2016  
    Revenues     Percentage of revenues     Accounts receivable, trade  
Customer A   $ 12,500       -       100 %     -     $ -       -  
    $ 12,500       -       100 %     -     $ -       -  

 

F- 9  
 

 

BOSY HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

(b) Major vendors

 

For three months ended June 30, 2017 and 2016, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

    2017     2016     2017     2016     2017     2016  
    Purchase     Percentage of purchases     Accounts payable, trade  
Vendor A   $ 10,000       -       100 %     - %   $ -       -  
    $ 10,000       -       100 %     - %   $ -       -  

 

For six months ended June 30, 2017 and 2016, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

    2017     2016     2017     2016     2017     2016  
    Purchase     Percentage of purchases     Accounts payable, trade  
Vendor A   $ 10,000       -       100 %     - %   $ -       -  
    $ 10,000       -       100 %     - %   $ -       -  

 

All vendors are located in Malaysia.

 

9. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2017 up through the date was the Company presented this condensed financial statements. During the period, the Company did not have any material recognizable subsequent.

 

F- 10  
 

 

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

 

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated March 23, 2017, for the year ended December 31, 2016 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form S-1. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K dated May 5, 2017, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Financial Statements and notes thereto that appear elsewhere in this report.

 

Company Overview

 

Bosy Holdings Corp. (the “Company”) was incorporated under the laws of the State of Nevada on June 23, 2015. Bosy Holdings Corp., is a developmental stage company that intends to offer planting and cultivation services to land owners in regards to the planting and cultivation of Aquilaria Subintegra & Aquilaria Sinensis trees. The company also intend to provide services relating to the extraction of Agarwood (Agarwood is extracted from those tree, about 10-15% wood of the tree can become Agarwood) from such trees, through the process of “fungal inoculation.”

 

Initially, we plan to target our service to land owners in Malaysia.

 

As of June 14, 2017, Mr. Ong Kean Wah and Ms. Chen Yan Hong resigned from the position of Chief Operations Officer and director of the Company, respectively. Nevertheless, their departure didn’t affect our daily operation.

 

Results of Operation

 

For the three and six months period ended June 30, 2017 and 2016

 

Revenues

 

We have generated $12,500 of revenue from the sale of saplings for the three and six months ended June 30, 2017 while we had not earned any revenues during both the three and six months ended June 30, 2016.

 

General and administrative expenses

 

We incurred a total of $7,457 and $13,598 general and administrative expenses during the three and six months ended June 30, 2017, while we incurred a total of $3,167 and $5,219 general and administrative expenses during the three and six months ended June 30, 2016 respectively. The general and administrative expenses are mainly comprised of Form 10-Q review fee, transfer agent fee and Edgar Filing fee. The Company expects operating expenses to increase when it starts to expand the business operations.

 

  - 3 -  
     

 

Net loss

 

For the three and six months ended June 30, 2017, we had generated $12,500 in revenues and incurred a total net loss of $4,955 and $11,096 respectively, when compare to the period for the three and six months ended June 30, 2016, we had generated $0 in revenues and incurred a total net loss of $3,167 and $5,219 respectively.

 

Liquidity and Capital Resources

 

Cash Used In Operating Activities

 

For the six months ended June 30, 2017, the cash flows used in operating activities was $14,031. Our net loss for the period was the reason for our negative operating cash flow.

 

Cash Used In Investing and Financing Activities

 

For the six months ended June 30, 2017, the cash flows used in investing activities was $3,878, as the Company bought non-current assets during this period.

 

For the six months ended June 30, 2017, the net cash provided by financing activities was $3,878, which were the lending from our Chief Executive Officer and director, Mr. Teoh.

 

As of June 30, 2017, we had total current assets and current liabilities of $455,901 and $6,028 respectively with a positive working capital of $459,779.

 

Off-balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of June 30, 2017.

 

  - 4 -  
     

 

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 4 Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures:

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2017. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that, as of June 30, 2017, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 30, 2017, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ending June 30, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

  - 5 -  
     

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

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

 

None

 

The above referenced issuances of the Company’s securities were not registered under the Securities Act of 1933, and we relied on exemptions pursuant to Regulation S promulgated under the Securities Act of 1933 for such issuance.

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

ITEM 6. Exhibits

 

31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
     
32.1   Section 1350 Certification of principal executive officer

 

  - 6 -  
     

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  BOSY HOLDINGS CORP.
  (Name of Registrant)
     
Date: July 18, 2017 By: /s/ Teoh Kooi Sooi
  Title:  Chief Executive Officer, President, Treasurer, Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)
     
Date: July 18, 2017 By: /s/ Chen Zheru
  Title:  Secretary, Director

 

  - 7 -  
     

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Teoh Kooi Sooi, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of BOSY HOLDINGS CORP . (the “Company”) for the quarter ended June 30 , 2017;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and

15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 18, 2017 By:  /s/ TEOH KOOI SOOI
    TEOH KOOI SOOI
    Chief Executive Officer, President, Treasurer, Director
    (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

 
 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of BOSY HOLDINGS CORP. (the “Company”) on Form 10-Q for the period ending June 30 , 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

  (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date : July 18, 2017 By:  /s/ Teoh Kooi Sooi
    Teoh Kooi Sooi
    Chief Executive Officer, President, Treasurer, Director
    (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.