FORWARD LOOKING STATEMENTS

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:





    ?   discuss our future expectations;
    ?   contain projections of our future results of operations or of our
        financial condition; and
    ?   state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors.





COVID-19 Uncertainties

The COVID-19 pandemic could have an impact on our ability to obtain financing to fund our operations or to find a merger or combination candidate. The Company is unable to predict the ultimate impact at this time.

All references in this Form 10-Q to the "Company," "Qiansui," "we," "us," or "our" are to Qiansui International Group Co. Ltd.





Plan of Operations

The Company is a shell company as defined in Rule 12b-2 of the Exchange Act. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

(i) filing Exchange Act reports, and

(ii) investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company has no cash. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management's plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however, there is no assurance of additional funding being available.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.






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Our management has not entered into any agreements with any party regarding a business combination. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

We will not acquire or merge with any entity which cannot provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. We are subject to all the reporting requirements included in the Exchange Act. Included in these requirements is our duty to file audited financial statements as part of our Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as our audited financial statements included in our annual report on Form 10-K. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target business, the closing documents may provide that the proposed transaction will be voidable at the discretion of our present management.

A business combination with a target business will normally involve the transfer to the target business of the majority of our common stock, and the substitution by the target business of its own management and board of directors.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur 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 extremely difficult and complex.

We do not currently intend to retain any entity to act as a "finder" to identify and analyze the merits of potential target businesses.

Investors, however, should be aware that legal and operational risks exist if the Company were to acquire a PRC or Hong Kong subsidiary. Depending on the nature of the business acquired, the PRC government may exert a significant amount of control and/or regulation on the PRC operating entity. This regulation and/or control could result in a material change our company's post-combination operations and the value of common stock held by investors. It also could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Furthermore, it could cause the value of such securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a VIE, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. We do not believe that we will be directly subject to these regulatory actions or statements, as we will not create a VIE structure post merger transaction, and any operating business acquired or developed will not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry. Nonetheless, any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or completely hinder our ability to offer or continue to offer securities to foreign investors and list on a US or foreign exchange and also could cause the value of such securities to significantly decline or be worthless. Because these statements and regulatory actions are new, however, it is highly uncertain how soon legislative or administrative regulation making bodies in China will respond to them, or what existing or new laws or regulations will be modified or promulgated, if any, or the potential impact such modified or new laws and regulations will have on our daily business operations or our ability to accept foreign investments and list on an U.S. exchange.






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Results of Operations

The Company has not conducted any active operations during the quarter ended September 30, 2022. No revenue has been generated by the Company within such period. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, or purchase assets which are currently producing income, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company's plan of operation for the next twelve months shall be to locate suitable acquisition candidates.

The following summary of our results of operations should be read in conjunction with our financial statements for the nine ended September 30, 2022, which are included herein.

Our operating results for the nine months ended September 30, 2022 and 2021 and the changes between those periods for the respective items are summarized as follows:

For the three months ended September 30, 2022 compared to three months ended September 30, 2021.





                       Three Months Ended
                          September 30,
                        2022          2021        Changes
Revenue              $        -     $      -     $       -
Operating expenses       14,490       37,224       (22,734 )
Other expenses            4,946        3,442         1,504
Net loss             $   19,436     $ 40,666     $ (21,230 )

During the three months ended September 30, 2022 and 2021, no operating revenues were recorded.

Our operating expenses for the three months ended September 30, 2022 were $14,490 compared to $37,224 for the same period in 2021. The decrease in operating expenses was primarily a result of a decrease in professional fees related to audit and accounting fees due to the delay of our filings with the Securities and Exchange Commission.

Other expenses for the three months ended September 30, 2022 and 2021 consists of interest expenses of $4,946 and $3,442, respectively, related to a note payable to a related party.

Consequently, we incurred a net loss of $19,436 and $40,666 for the three months ended September 30, 2022 and 2021, respectively.






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For the nine months ended September 30, 2022 compared to nine months ended September 30, 2021.





                       Nine Months Ended
                         September 30,
                       2022          2021         Changes
Revenue              $       -     $      -     $        -

Operating expenses 44,129 41,795 2,334 Other expenses 12,688 9,403 3,285 Net loss

$  56,817     $ 51,198     $    5,619

During the nine months ended September 30, 2022 and 2021, no operating revenues were recorded.

Our operating expenses for the nine months ended September 30, 2022 were $44,129 compared to $41,795 for the same period in 2021. The increase in operating expenses was primarily a result of an increase in professional fees related to audit and accounting fees partially offset by a decrease in general and administrative expenses.

Other expenses for the nine months ended September 30, 2022 and 2021 consists of interest expenses of $12,688 and $9,403, respectively, related to a note payable to a related party.

Consequently, we incurred a net loss of $56,817 and $51,198 for the nine months ended September 30, 2022 and 2021, respectively.

Liquidity and Capital Resources

The following table provides selected financial data about our Company as of September 30, 2022 and December 31, 2021, respectively.





Working Capital



                                September 30,       December 31,
                                    2022                2021           Changes
Total Current Assets           $         8,268     $        1,588     $   6,680
Total Current Liabilities              181,057            117,560        63,497
Working Capital (Deficiency)   $      (172,789 )   $     (115,972 )   $ (56,817 )

As at September 30, 2022 and December 31, 2021, our Company's cash balance was $0, respectively.

As at September 30, 2022 and December 31, 2021, our total assets were $8,268 and $1,588, respectively, in both cases consisting of prepaid expense.

As at September 30, 2022 and December 31, 2021, we had total current liabilities of $181,057 and $117,560, respectively.

As at September 30, 2022 and December 31, 2021, we had working capital deficiency of $172,789 and $115,972, respectively. The increase in working capital deficiency was $56,817. This increase was mainly driven by an increase in amounts due to a related party.

Cash Flows from Operating Activities

We have not generated cash flows from operating activities. For the nine months ended September 30, 2022, net cash flows used in operating activities was nil, consisting of a net loss of $56,817, reduced primarily by amounts advanced from a related party of $46,084, accrued interest-related party of $12,689, change in accounts payable of $4,724 and increased by an increase in prepaid expenses of $6,680. For the nine months ended September 30, 2021, net cash flows used in operating activities was nil, consisting of a net loss of $51,198, reduced primarily by amounts advanced from a related party of $43,084, accrued interest-related party of $9,375, change in accounts payable of $1,239 and increased by an increase in prepaid expense of $2,500.






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Cash Flows from Financing Activities

We did not receive any cash from financing activities for the nine months ended September 30, 2022 and 2021.





Investing Activities

We did not use any cash in investing activities for the nine months ended September 30, 2022 and 2021.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an early stage corporation and have not generated sufficient revenues from operations to fully implement our business plan. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and competition from larger organizations. We will require equity and/or debt financing to provide for the capital required to implement our plans. We will require additional funds to operate for the next year.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.





Capital Resources

We had no material commitments for capital expenditures as of September 30, 2022.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.





Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.





Contractual Obligations

As a "smaller reporting company" as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide this information.






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