The following discussion should be read in conjunction with the Company's
unaudited consolidated financial statements and notes thereto included in Item 1
of this report and is qualified in its entirety by the foregoing.
Forward Looking Statements
Certain statements in this report, including statements of our expectations,
intentions, plans and beliefs, including those contained in or implied by
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Notes to Consolidated Financial Statements, are
"forward-looking statements", within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
subject to certain events, risks and uncertainties that may be outside our
control. The words "believe", "expect", "anticipate", "optimistic", "intend",
"will", and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. We undertake no obligation to
update or revise any forward-looking statements. These forward-looking
statements include statements of management's plans and objectives for our
future operations and statements of future economic performance, information
regarding our expansion and possible results from expansion, our expected
growth, our capital budget and future capital requirements, the availability of
funds and our ability to meet future capital needs, and the assumptions
described in this report underlying such forward-looking statements. Actual
results and developments could differ materially from those expressed in or
implied by such statements due to a number of factors, including, without
limitation, those described in the context of such forward-looking statements,
our expansion and acquisition strategy, our ability to achieve operating
efficiencies, our ability to successfully develop and market new websites in the
greater Asian markets, the strength and financial resources of our competitors,
our ability to raise sufficient capital in order to effectuate our business
plan, our ability to find and retain skilled personnel and key executives, the
political and economic climate in which we conduct operations and the risk
factors described from time to time in our other documents and reports filed
with the Securities and Exchange Commission (the "Commission").
Overview
AFF Holding Group Inc. (the "Company"), formerly known as Mi1 Global Telco.,
Inc., was incorporated in the State of Nevada in January 2006 and is a
development stage company. Our business was to develop and operate Internet
websites and applications on mobile platforms. We earned revenues through
advertisements on these websites and applications. Our original goal was to
become a major network of consumer-based websites and applications targeting
viewers in the Hong Kong and Greater China with contents on travel, food,
entertainment, activities and city life. We launched the website
www.drinkeat.com, which provides reviews of restaurants in Hong Kong.
We are a controlled corporation with the substantial majority of our shares held
by Mi1 Global Limited ("Mi1"), a company registered in the Republic of Vanuatu.
Mi1 acquired a 51% stake in our company in February 2016. As a result, there can
be no assurance that our business and/or our strategy will not change over time
as a result of Mi1's interest.
On May 1, 2017, the Company filed a certificate of amendment to its articles of
incorporation with the Secretary of State of the State of Nevada changing the
Company's name from Domain Extremes Inc. to Mi1 Global Telco., Inc. and the
authorized shares of common stock, par value $0.001, from 200,000,000 shares to
1,200,000,000 shares. The name change became effective with FINRA on July 19,
2017.
Beginning on July 19, 2017, the Company's shares of common stock began trading
on the OTC Pink Marketplace under the symbol "MIGT" to reflect the Company's new
name.
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On August 7, 2017, the Company filed a certificate of change with the Secretary
of State of Nevada to effectuate a reverse stock split (the "Stock Split") of
its issued and outstanding shares of common stock on a 1-for-10,000 basis. The
number of its authorized shares of common stock will remain at 1,200,000,000
shares, par value $0.001. The Stock Split became effective with FINRA on October
24, 2017 (the "Effective Date"). As of that date, every 10,000 shares of issued
and outstanding common stock were converted into one share of common stock. No
fractional shares were issued in connection with the Stock Split. Instead, any
fractional shares were rounded up to the next whole share and a holder of record
of old common stock on the Effective Date who would otherwise be entitled to a
fraction of a share were, in lieu thereof, issued one whole share.
The Company ceased and discontinued the operations by terminating its website
(www.drinkeat.com) and is exploring other business opportunities in Asia. Our
goal is to become a major network of consumer-based websites and applications
targeting viewers in the Hong Kong and Greater China with contents on travel,
food, entertainment, activities and city life.
On March 24, 2020, Mr. Kok Seng Yeap purchased 100% of the shares of Mi1 Global
Limited, which owns 9,156 shares of the common stock of the Company. As a
result, Kok Seng Yeap became the beneficial owner of 9,156 shares of the common
stock of the Company. Effective as of March 24, 2020, Mr. Lim Kock Chiang
resigned as the Chief Executive Officer, Chief Financial Officer, Secretary and
Director of the Company, and the Board of Directors of the Company appointed Mr.
Kok Seng Yeap to serve as its Director, Chief Executive Officer, Chief Financial
Officer, and Secretary.
On June 3, 2020, the Company filed a Certificate of Amendment to its Articles of
Incorporation with the State of Nevada to reflect its corporate name change to
"AFF Holding Group Inc.". The name change was effective as of the filing of the
Certificate of Amendment with the State of Nevada. The Company is awaiting the
approval of FINRA for the market effectiveness of the name change.
On June 23, 2020, Mr. Kok Seng Yeap resigned as the Chief Financial Officer the
Company, and the Board of Directors of the Company appointed Mr. Lau Chew Chye
to serve as its Chief Financial Officer and Director.
Results of Operations for the Three Months Ended September 30, 2021 and 2020
Net Sales
We generated revenues of $nil for the nine and three months ended September 30,
2021 and 2020. The reason for no revenue was mainly due to the lack of
advertisers. Our principal source of revenues had been from advertising banners
on our websites. As stated above, the Company terminated its website on May 25,
2018. The Company is actively looking for new investment opportunities and new
sources of revenue.
Net Loss
We incurred a net loss of $28,940 and $10,663 for the nine and three months
ended September 30, 2021, respectively, and a net loss of $77,801 and $32,838
for the nine and three months ended September 30, 2020. The decrease in loss was
due to less legal expenses incurred.
We incurred general, administrative and operating expenses of $28,940 for the
nine months ended September 30, 2021 and $77,801 for the nine months ended
September 30, 2020. Of these amounts, a substantial portion of our expenses for
the nine months ended September 30, 2021 and 2020 related to professional fees
such as legal and accounting service fees, audit service fees, etc. The
professional fees incurred for the nine months ended September 30, 2021 and 2020
were $27,170 and $73,721, respectively.
We incurred general, administrative and operating expenses of $10,663 for the
three months ended September 30, 2021 and $32,838 for the three months ended
September 30, 2020. Of these amounts, a substantial portion of our expenses for
the three months ended September 30, 2021 and 2020 related to professional fees
such as legal and accounting service fees, audit service fees, etc. The
professional fees incurred for the three months ended September 30, 2021 and
2020 were $10,108 and $30,163, respectively.
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Liquidity and Capital Resources
As shown in the accompanying financial statements, the Company had an
accumulated loss of $698,889 as of September 30, 2021 compared to the
accumulated loss of $669,950 as of December 31, 2020. There was a working
capital deficit of $351,727 on September 30, 2021 and $322,788 as of December
31, 2020. The increase of $28,940 was mainly due to the operating loss for the
nine months ended September 30, 2021.
At September 30, 2021 and December 31, 2020, we had cash and cash equivalents of
$0. The Company does not have a bank account. The major shareholder funds the
Company's operations.
We have limited operating capital. We expect that our current capital and our
other existing resources will be sufficient only to provide a limited amount of
working capital, and the revenues, if any, generated from our business
operations alone may not be sufficient to fund our operations or planned growth.
We will likely require additional capital to continue to operate our business,
and to further expand our business.
The Company is working to reduce the expenses and so we expect our cash flow
needs over the next 12 months through September 2022 to be approximately
$60,000. However, this amount may be materially increased if market conditions
are favorable for a more rapid expansion of our business model or if we adjust
our model to exploit strategic acquisition opportunities. In addition, we may
require additional cash flow to support our public company reporting
requirements in the United States. Although our average monthly expenditures to
date have averaged around $5,000, we expect this amount to increase
exponentially as our business expands. To date, we have been financed
principally by our directors; however, we expect to secure third party financing
or bank loans as necessary until we secure sufficient revenues, principally from
advertisers on our websites, to sustain our ongoing operations.
Sources of additional capital through various financing transactions or
arrangements with third parties may include equity or debt financing, bank loans
or revolving credit facilities. We may not be successful in locating suitable
financing transactions in the time period required or at all, and we may not
obtain the capital we require by other means. Our inability to raise additional
funds when required may have a negative impact on our operations, business
development and financial results.
Off-Balance Sheet Arrangements
As September 30 2021, we did not have any off-balance sheet arrangements.
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