The accompanying notes are an integral part of
these condensed financial statements.
The accompanying notes are an integral part of
these condensed financial statements.
The accompanying notes are an integral part of
these condensed financial statements.
The accompanying notes are an integral part of
these condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2022
Note 1 – Organization and basis of accounting
Basis of Presentation and Organization
WedoTalk Inc. f/k/a Shentang International,
Inc. (“we” or the “Company”) was incorporated in the State of Nevada on June 29, 2007. We were an exploration-stage
company engaged in the exploration of mineral resource properties.
On July 22, 2009, the Company conducted a
1-to-10 stock split (the “Stock Split”) of the issued and outstanding common stock, so the
Company’s issued and outstanding shares increased from 1,670,000 to 16,700,000 with par value of $0.001. Immediately after
the Stock Split on July 22, 2009, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Boom
Spring, the shareholders of Boom Spring, and the Company. Pursuant to the terms of the Exchange Agreement, the shareholders of Boom Spring
transferred to the Company all of the equity interest of Boom Spring in exchange for 12,000,000 outstanding shares of the Company and
33,300,000 newly issued shares of the Company (the “Share Exchange”). As a result of the Share Exchange, Boom Spring
became a wholly owned subsidiary of the Company and the Company became a holding company with issued and outstanding common stock of 50,000,000
with par value of $0.001.
Pursuant
to a board resolution dated October 21, 2009, the Company increased its authorized number of common stock from 50,000,000 to 190,000,000,
and conducted a 2-for-5 reverse stock split (the “Reverse Stock Split”) of the issued and outstanding common stock. After
the Reverse Stock Split, the Company’s issued and outstanding shares changed from 50,000,000 to 20,000,000 with par value of $0.001
effective on October 21, 2009. This reverse stock split also gave retroactive effect in the balance sheet as of
December 31, 2008 and the computation of basic and diluted EPS is adjusted retroactively for all period presented accordingly.
The Company had exclusive use of the core
technologies, including hollow/solid glass processing technology, pure manual glass rod processing technology, wire processing technology
and painting processing technology. It developed “Yi Fan Feng Shun” liquor vessel with the brand of Wu Liang Ye. The
Company was engaged in expanding in the international market. The Company also planned to build or acquire its own production capacity
to meet the demand in the domestic Chinese market by purchasing or acquiring new equipment of machine-made glass producing. The
objective of the Company was to become a large-scaled glass craftwork supplier and further develop its innovational technology.
On May 11, 2018, the eight judicial District Court
of Nevada appointed Custodian Ventures, LLC as custodian for Shentang International Inc., proper notice having been given to the officers
and directors of Shentang International, Inc. There was no opposition.
On May 18, 2018, the Company filed a certificate
of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director.
On May 31, 2018, the Company obtained a promissory
note payable to the Company in amount of $7,500 from its custodian, Custodian Ventures, LLC, the managing member being David Lazar. The
note bears an interest of 3% and all unpaid interest and principal is due within 180 days following written demand.
On May 31, 2018, the Company issued 27,000,000
shares of common stock to Custodian Ventures, LLC at par for shares valued at $27,000 in exchange for settlement of a portion of a related
party loan for amounts advanced to the Company in the amount of $19,500, and the promissory note issued to the Company in the amount $7,500.
On July 2, 2018, the Company terminated its registration
with the Securities and Exchange Commission (the “SEC”).
On August 2, 2018, the Company filed a Form 10-12G, and on September
18, 2018, the Company filed the Amendment No. 1 to Form 10-12G which went effective on October 1, 2018.
On November 19, 2019, the Company board of directors
determined that it is their best interest to redeem the 27,000,000 shares of common stock, held by Custodian Ventures, LLC. In addition,
the company elected to cancel and return to the shareholder the promissory note dated May 31, 2018 in the principal amount of $7,500.
The company shall also pay the additional amount of $19,168.97 by issuance of a promissory note and cancel interest of $331.03 due on
the May 31, 2018 note. The promissory note dated November 19, 2019, in the amount of $19, 168.97 is due and payable in full within one
hundred eight (180) days following written demand by the holder and bears an interest rate of 3% per annum.
On April 29, 2020, Shentang International, Inc.
(the “Company”) entered into and closed the transaction contemplated by a stock purchase agreement (the “Stock Purchase
Agreement”) between the Company, Plentiful Limited, a Samoan company (the “Purchaser”), and Custodian Ventures, LLC,
a Wyoming limited liability company (the “Principal”) controlled by David Lazar, an individual (together with the Principal,
the “Seller”), the controlling shareholder of the Company. Pursuant to the Stock Purchase Agreement, Purchaser purchased 10,000,000
shares of preferred stock (the “Shares”) of the Company from the Principal. The full purchase price set forth in the Stock
Purchase Agreement is $240,000, or $0.024, per share. Upon the closing, $225,000 of the purchase price was paid to Principal, and the
balance of $15,000 will be paid once the Company’s common stock has received full DTC eligibility approval, subject to the condition
that such approval must be obtained by June 5, 2020, or a later date as agreed by Purchaser. The Company’s common stock and preferred
stock have different voting rights whereby one share of common stock is entitled to one (1) vote and one share of preferred stock is entitled
to one hundred (100) votes. The Shares represent approximately 98% of the Company’s outstanding voting power as of the closing.
Accordingly, as a result of the transaction, Purchaser became the controlling shareholder of the Company.
In connection with the closing of the stock purchase
transaction, on April 29, 2020, David Lazar, the sole director of the Company, submitted his resignation letter, pursuant to which he
resigned from all offices of the Company that he held effective as of the closing of the stock purchase transaction and from the board
of directors effective ten (10) days following the filing of Schedule 14f-1 with the SEC. The resignation of Mr. Lazar was not in connection
with any known disagreement with the Company on any matter. Upon the closing of the stock purchase transaction, on April 29, 2020, Lei
Xu was appointed as a director of the Company and for the offices previously held by Mr. Lazar, effective as of the closing of the stock
purchase transaction.
On December
14, 2021, the Company submitted an Issuer Company-Related Action Notification to FINRA regarding the Name Change. FINRA has not yet declared
an effective date for the Name Change. Pending FINRA approval, the Company’s common stock will continue to trade on the OTC Pink
Markets under the symbol “SHNL”.
Copies of the Articles of Merger filed with
the Secretary of State of Nevada and the Amended and Restated Bylaws are attached hereto as Exhibits 2.1 and 3.1, respectively, and are
incorporated herein by reference. The only change to the Company’s Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws is the change of the Company’s corporate name from Shentang International, Inc. to WedoTalk Inc. in each document.
On March 1, 2022, Shentang International,
Inc. (the “Company”) filed Articles of Merger with the Secretary of State of Nevada to effectuate a merger between the Company
and the Company’s newly formed, wholly owned subsidiary, WedoTalk Merger Sub, Inc. (the “Merger Sub”). According to
the Articles of Merger, effective March 1, 2022, the Merger Sub merged with and into the Company with the Company continuing as the surviving
entity (the “Merger”).
As permitted by Chapter 92A.180 of Nevada
Revised Statutes, the sole purpose of the Merger was to effect a change of the Company’s name. Upon the effectiveness of the filing of
the Articles of Merger with the Secretary of State of Nevada, which is March 1, 2022, the Company’s Amended and Restated Articles
of Incorporation were deemed amended to reflect the change in the Company’s corporate name from Shentang International, Inc. to
WedoTalk Inc. (the “Name Change”). The Company also amended and restated its bylaws to be effective on March 1, 2022 to reflect
the Name Change.
The accompanying financial statements are prepared
on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The 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.
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.
Note 2 – Summary of significant accounting policies
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 three months or less to be cash and cash equivalents.
Fair Value Measurement
The Company values its convertible notes and amounts due to related
partings and short term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and
expands disclosures about fair value measurements.
Fair value is 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 (exit price). The Company utilizes
market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and
the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally
unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value
hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The three levels of the fair value hierarchy are as follows:
Level 1 – Quoted prices are available in active markets for identical
assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient
frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded
derivatives, marketable securities and listed equities.
Level 2 - Valuations for assets and liabilities that can be obtained
from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The
Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable
market data in those markets.
Level 3 – Pricing inputs include significant inputs that are
generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s
best estimate of fair value. The Company uses Level 3 to value its derivative instruments.
Employee Stock-Based Compensation
The Company accounts for stock-based compensation
in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment
(“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards
result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected
to vest and will result in a charge to operations.
Subsequent Event
The Company evaluated subsequent events through the date when financial
statements are issued for disclosure consideration.
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.
Note 3 – Discontinued Operations
The Company has fully impaired all assets since
the shutdown of its operations in 2009 and has recorded the effects of this impairment as part of its discontinued operations. With the
absence of a substantial amount of the old records and the passage of the statute of limitations the company has recorded a discontinued
operations expense in 2018 the most current year since operations shutdown based on the accumulated records obtained to date through the
first quarter 2022.
Note 4 – Related Party Transactions
On November 19, 2019, the Company board of directors
determined that it is their best interest to redeem the 27,000,000 shares of common stock, held by Custodian Ventures, LLC. In addition,
the company elected to cancel and return to the shareholder the promissory note dated May 31, 2018 in the principal amount of $7,500.
The company shall also pay the additional amount of $19,168.97 by issuance of a promissory note and cancel interest of $331.03 due on
the May 31, 2018 note. The promissory note dated November 19, 2019, in the amount of $19, 168.97 is due and payable in full within one
hundred eight (180) days following written demand by the holder and bears an interest rate of 3% per annum. On April 29, 2020, the Custodian
Ventures LLC agreed to forgive all amounts owed on the November 19, 2019 promissory note of $19,168.97, including accrued interest for
a total of $19,522. As of June 30, 2020, $0 remains outstanding.
On April 29, 2020, Shentang International, Inc.
(the “Company”) entered into and closed the transaction contemplated by a stock purchase agreement (the “Stock Purchase
Agreement”) between the Company, Plentiful Limited, a Samoan company (the “Purchaser”), and Custodian Ventures, LLC,
a Wyoming limited liability company (the “Principal”) controlled by David Lazar, an individual (together with the Principal,
the “Seller”), the controlling shareholder of the Company. Pursuant to the Stock Purchase Agreement, Purchaser purchased 10,000,000
shares of preferred stock (the “Shares”) of the Company from the Principal. The full purchase price set forth in the Stock
Purchase Agreement is $240,000, or $0.024, per share. Upon the closing, $225,000 of the purchase price was paid to Principal, and the
balance of $15,000 will be paid once the Company’s common stock has received full DTC eligibility approval, subject to the condition
that such approval must be obtained by June 5, 2020, or a later date as agreed by Purchaser. Accordingly, as a result of the transaction,
Purchaser became the controlling shareholder of the Company.
On April 29, 2020, the Custodian Ventures LLC
agreed to forgive all amounts owed on the November 19, 2019 promissory note of $19,168.97, including accrued interest for a total of $19,522
and the unsecured non interest bearing note in the amount of $72,284.
During the quarter ended March 31, 2022, Plentiful
Limited paid a total of $16,132 on behalf of the Company. As of March 31, 2022, the company had a loan payable remaining of $81,861 due
to Plentiful Limited. This loan is unsecured, non-interest bearing, and has no specific terms for repayment.
Note 5 – Common Stock
On November 19, 2019, the Company board of directors
determined that it is their best interest to redeem the 27,000,000 shares of common stock, held by Custodian Ventures, LLC. As of March
31, 2022 20,000,000 shares of common stock with par value of $0.001 remains outstanding.
Note 6 – Preferred stock
On November 07, 2019 the board of directors approved
the issuance of 10,000,000 shares of Series A preferred stock to Custodian Ventures, LLC, with a par value of $0.001 per share for a total
of $1,400,000 for consulting services to the company. As of March 31, 2022, 10,000,000 shares of preferred stock valued at $1,400,000
remains outstanding.
Note 7 – Additional paid in capital
On April 29, 2020, the Custodian Ventures LLC
agreed to forgive all amounts owed on the November 19, 2019 promissory note of $19,168.97, including accrued interest for a total of $19,522
as well as amounts owed on the unsecured, non interest bearing loan to Custodian Ventures LLC in the amount $72,284. Since both loans
are considered related party debt the total of $91,806 was recorded in additional paid in capital.
Note 8 – Subsequent Events
The Company evaluates events that occur after
the year-end date through the date the financial statements are available to be issued. Accordingly, management has evaluated subsequent
events through May 23, 2022, and has determined that there were no subsequent events, requiring adjustment to, or disclosure in, the financial
statements.