GOLDEN ALLY LIFETECH GROUP, INC. This Management's Discussion and Analysis of Financial Condition and Results of
Operations includes a number of forward-looking statements that reflect
Management's current views with respect to future events and financial
performance. You can identify these statements by forward-looking words such as
"may" "will," "expect," "anticipate," "believe," "estimate" and "continue," or
similar words. Those statements include statements regarding the intent, belief
or current expectations of us and members of its management team as well as the
assumptions on which such statements are based and actual results may differ
materially from the results described in or implied by the forward-looking
statements contained in the following discussion and analysis. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those discussed below and
elsewhere in this Annual Report and in other reports we file with the
While these forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment regarding the
direction of our business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein. Except as required by applicable law,
including the securities laws of
Overview
On
Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. Our objectives discussed below are extremely general and are not intended to restrict discretion of our board of directors to search for and enter into potential business opportunities or to reject any such opportunities.
We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development, one that is already in operation or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.
Recent Developments
On
Under the SPA, the Controlling Shareholders of the Company agreed to sell to
Golden Ally their capital stock of the Company, consisting of 5,000,000 shares
of Series A Convertible Super Preferred Stock (convertible into 50,000,000
common shares) and 4,474,080 common shares for
??The SPA contains representations, warranties and covenants customary for a transaction of this nature, as well as certain indemnification obligations of the parties thereto for breaches of representations, warranties and covenants.
4
The consummation of the transaction is subject to the satisfaction or waiver of certain customary conditions at or prior to the Closing, including (i) the accuracy of each party's representations and warranties (subject to certain materiality standards), (ii) each party's compliance with its covenants contained in the SPA (subject to a customary materiality standard), (iii) the absence of any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company and (iv) the absence of any law or order that restrains, enjoins, makes illegal or otherwise prevents or prohibits the Closing. The parties expect that the transaction will close in the second quarter of 2022.
On
On
On
1. to elect
immediately (the "Election of Sole Director");
2. to amend and restate our Certificate of Incorporation in the form attached
to this Information Statement as Appendix A (the "Amended Charter"), which,
among other things, (A) increases the number of authorized shares of our
common stock from One Hundred Million (100,000,000) shares, par value
$0.001 per share, to Ten Billion (10,000,000,000) shares, par value
$0.00001 per share (the "Common Stock"), (B) increases the number of
authorized shares of our preferred stock from Fifty Million (50,000,000)
shares, par value $0.001 per share, to One Billion (1,000,000,000) shares,
par value $0.00001 per share (the "Preferred Stock"), (C) designates all
the authorized Preferred Stock as Series A Preferred Stock (the "Series A
Preferred Stock"), with holders of the Series A Preferred Stock having ten
(10) votes per share held on all matters ?submitted to the stockholders of
the Company for a vote thereon and each share of Series ?A Preferred Stock
convertible at the option of the holder into one (1) share of ?Common
Stock, and (D) changes our name from "Signet International Holdings, Inc. "
to "Golden Ally Lifetech Group, Inc. " (the "Change of Name ");
3. to amend and restate our bylaws in the form attached to this Information
Statement as Appendix B (the "Amended Bylaws");
4. to authorize (A) the filings of a Certificate of Correction (the
"Certificate of Correction") and past due annual reports with the Delaware
Secretary of State to correct the Certificate of Dissolution erroneously
filed with the Delaware Secretary of State on March 1, 2018 and to the
extent necessary to reinstate the ?Company as a Delaware corporation in
good standing, and (B) the taking of any actions deemed advisable by the
Company and its counsel to cancel and ?negate the Articles of Conversion
filed in the State of Nevada ? on February 28, 2018 (collectively, the
"Reinstatement").
This notice was mailed out to shareholders. The corporate actions referenced 2
and 3 above are subject to the closing of the SPA and approval by
Results of Operations
For the Years Ended
Revenue:
The Company is in its development stage. For the years ended
Operating Expenses:
The Company's operating losses for the years ended
5
Other income:
Other income for the years ended
Net Loss:
The Company's net loss for the years ended
Liquidity and Capital Resources
As of
The Company will need additional capital requirements during fiscal year 2022. Currently, the Company does not have any revenue generating business operations, nor does the Company currently have the capital resources required to execute its business strategy. Therefore, the Company will attempt to raise additional capital through the sale of our securities.
The Company cannot assure that we will have sufficient capital to finance our
growth and/or business operations or that such capital will be available on
terms that are favorable to the Company or at all. The Company is currently
incurring operating losses that are expected to continue for the foreseeable
future. During the year ended
We anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party.
Going Concern Consideration
As reflected in the accompanying consolidated financial statements, the Company
had a net loss and net cash used in operations of
The ability of the Company to continue as a going concern is dependent on the Company's ability to implement its business plan, raise capital, and generate revenues. The Company is looking for merger and acquisition opportunities and therefore will not be continuing the current business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Cash Flows
Years Ended
December 31
2021 2020$ (110,419 ) $ 16,832
Net cash used in operating activities was
? During the year ended
o net loss was$174,911 ;
o an increase in our prepaid expenses and other current asset of
o an increase in our total accounts payable and accrued expenses of
o non-cash operating expense of stock issued for services of
6
? During the year ended
o net loss was$354,777 ;
o a decrease in our prepaid expenses and other current asset of
o a decrease in our total accounts payable and accrued expenses of
o non-cash operating expense of stock issued for services of
Net Cash Provided by in Financing Activities:
Net cash provided by financing activities was
? During the year ended
sale of Company's common stock.
? During the year ended
sale of Company's common stock and collected
receivable.
We currently have no external sources of liquidity, such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital. We expect to require additional financing to fund our current operations for calendar year 2022. There is no assurance that we will be able to obtain additional financing on acceptable terms or at all.
If we are unable to raise the funds required to fund our operations, we will seek alternative financing through other means, such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise the capital we need for our operations from the sale of our securities. We have not located any sources for these funds and may not be able to do so in the future. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations.
Critical Accounting Policies
The discussion and analysis of our consolidated financial condition and
consolidated results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with
Use of Estimates
The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the
7
Fair value measurements and fair value of financial instruments
The Company follows ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
Level 1: Observable inputs such as quoted market prices in active markets
for identical assets or liabilities
Level 2: Observable market-based inputs or unobservable inputs that are
corroborated by market data
Level 3: Unobservable inputs for which there is little or no market data,
which require the use of the reporting entity's own assumptions.
The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board's ("FASB") accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
The estimated fair value of certain financial instruments, including prepaid expenses, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair value because of the short-term nature of these instruments.
Stock-Based Compensation
The Company accounts for employee stock-based compensation in accordance with ASC 718-10, "Share-Based Payment," which requires the measurement and recognition of compensation expense for all share-based payment awards made to non-employees for goods and services, and to employees and directors including employee stock options, restricted stock awards, and employee stock purchases based on estimated fair values,
Determining Fair Value Under ASC 718-10
The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards. The Company's determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables.
The Company estimates volatility based upon the historical stock price of the Company and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term for non-employees. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities.
Leases
The Company follows ASC Topic 842, Leases (Topic 842) and applying the package of practical expedients, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. Operating lease right of use assets ("ROU") represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and will be included in general and administrative expenses.
8
Recent Accounting Pronouncements
Accounting standards which are not yet effective are not expected to have a material impact on the Company's financial position or results of operations.
Cash Requirements
Our management does not believe that our current capital resources will be adequate to continue operating our company and maintaining our business strategy for much more than 12 months. We require additional capital to implement our business and fund our operations.
Since inception we have funded our operations primarily through equity financings and we expect that we will continue to fund our operations through the equity and debt financing, either alone or through strategic alliances. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund our business by way of equity or debt financing until natural revenues can support the Company. If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. We cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all.
If we are unable to raise capital as needed, we are required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results, or cease our operations entirely, in which case, you will lose all of your investment.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
As of
© Edgar Online, source
