10-K 1 f10k2021_genufood.htm ANNUAL REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT

 

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

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

 

For the Fiscal Year Ended September 30, 2021

 

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 000-56112

 

GENUFOOD ENERGY ENZYMES CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   68-0681158
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

1108 S. Baldwin Avenue, Suite 107

Arcadia, California 91007

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (855) 707-2077

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class   Name of each exchange on which registered
     

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

 

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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

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

 

Large accelerated filer Accelerated filer
Non-accelerated filer  
Smaller reporting company Emerging growth company

 

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

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

  

As of January 7, 2022, there were 299,686,921 shares, $0.001 par value per share, of the registrant’s common stock outstanding. No market value has been computed based upon the fact that no active trading market had been established as of September 30, 2021.

 

 

 

 

 

 

GENUFOOD ENERGY ENZYMES CORP.

 

FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2021

 

TABLE OF CONTENTS

 

    Page
PART I  
 
ITEM 1. BUSINESS 1
     
ITEM 1A. RISK FACTORS 3
     
ITEM 1B. UNRESOLVED STAFF COMMENTS 3
     
ITEM 2. PROPERTIES 3
     
ITEM 3. LEGAL PROCEEDINGS 3
     
ITEM 4. MINE SAFETY DISCLOSURES 3
     
PART II
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 4
     
ITEM 6. SELECTED FINANCIAL DATA 5
     
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 5
     
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 10
     
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 10
     
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 10
     
ITEM 9A. CONTROLS AND PROCEDURES 10
     
ITEM 9B. OTHER INFORMATION 12
     
PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 13
     
ITEM 11. EXECUTIVE COMPENSATION 15
     
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 17
     
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 18
     
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 19
     
PART IV
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 20
     
ITEM 16. FORM 10-K SUMMARY 21
     
SIGNATURES 22
     
POWER OF ATTORNEY 22

 

i 

 

 

GENERAL NOTE

 

We refer to our business from the period from inception (June 21, 2010) through approximately mid- to late-2016, as our “historic period”, the business conducted during the historic period as our “original business” and the management of our company during the historic period as “Oliver Lin’s management”.

 

FORWARD-LOOKING STATEMENTS

 

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

 

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

 

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. Some of the key factors impacting these risks and uncertainties include, but are not limited to: 

 

  risks related to our ability to identify, pursue and commence a reverse merger and/or a possible operating business;

 

  our ability to obtain adequate funding to complete a reverse merger or commence a possible operating business and meet our operating expenses on a current basis;

 

  general economic uncertainty, whether as a result of the COVID-19 pandemic or otherwise;

 

  delays in our ability to obtain any necessary business licenses and permits, and commence business operations, whether as a result of the COVID-19 pandemic or otherwise; and

 

  current and longer-term economic and other impacts of the COVID-19 pandemic on our operations, results of operations and financial condition, including without limitation changes in consumer spending patterns for non-essential products, resulting from the economic crisis caused by lockdown, shelter-in-place, stay-at-home or similar orders instituted as a result of the pandemic, or otherwise.

  

ii 

 

 

ITEM 1. BUSINESS

 

The discussion of the business of Genufood Energy Enzymes Corp. and its wholly-owned subsidiary (“Genufood” or the “Company”), is as of the date of filing this report, unless otherwise indicated.

 

Original Business

 

During our historic period, we were a start-up company whose main focus was to promote, market, distribute and export a range of enzyme products manufactured in the United States for sale for human and animal consumption in certain Asian markets, including the Association of Southeast Asian Nations (“ASEAN”). Our objective was to commence marketing and distribution of a range of enzyme products for human and animal consumption to sole country distributors, wholesalers, dealers and retailers, as well as to the general public following a Multi-Level Marketing – Franchise Investor Dealer Related (MLM-FIDR) concept, beginning in Taiwan, and then China, Hong Kong, Macau, Thailand, Malaysia, Singapore and Sri Lanka.

 

At some point, which we believe may have occurred approximately mid- to late-2016, Oliver Lin’s management ceased operating our original business. We have not generated any revenue from operations since that time.

 

Recent Developments

 

In 2019 and through the end of fiscal 2021, we explored plans to restart our enzyme products business or develop a new business. In 2019 and through early 2020, we had planned to restart our original enzyme products business, by importing enzyme supplements from the United States for sale in Taiwan. However, due to the COVID-19 pandemic, all non-COVID-19 related matters, including obtaining an import license from Taiwan’s Ministry of Economic Affairs and the Taiwan Food and Drug Administration (“FDA”), were delayed or were taking longer than usual in Taiwan beginning in late-January 2020. For various reasons, including the fact that, without a reasonably foreseeable end of the pandemic and Taiwan government resources being shifted to dealing with the pandemic, we decided to abandon the plan to restart our enzyme products business.

 

During fiscal year 2020, we announced that we were in the preliminary stage of developing a new business plan to sell and distribute physiological sea water and nasal spray in Taiwan and the United States. However, after exploring this possible business as a result of several factors, including but not limited to difficulties in commencing a new business during the ongoing COVID-19 pandemic, we decided not to pursue the nasal spray business.

 

In September 2020, we announced that we were exploring business opportunities for medical mask, medical-grade gloves and possibly other PPE. During fiscal 2021, due to lack of sufficient funding, we decided not to pursue the PPE business. We continued to explore other products with high demand since the advent of the COVID-19 pandemic, specifically rapid test kits. However, due to lack of funding and other factors, including the size of enterprise needed to successfully carry out such a business, we no longer intend to pursue this business.

 

At this time, we have no specific plan to commence any particular new business. Our focus will be to consider either or both of a possible business combination, which may include but not be limited to a reverse merger, with another operating business, or commencing a business of our own. However, we reserve the right to further change our business plan at any time.

 

Hukui Investment

 

In late September 2020, we announced that Hukui Biotechnology Corporation (“Hukui”) and we had entered into a Series C Preferred Shares Subscription Agreement dated September 23, 2020 (the “Hukui Agreement”), pursuant to which we have agreed to purchase an aggregate 200,000 shares of Hukui’s Series C Preferred Stock (“Series C Preferred Shares”) at $10.00 per share, for an aggregate investment of $2,000,000. 

 

The Hukui Agreement provided that we would purchase the Series C Preferred Shares in three tranches, through a date on or before June 30, 2022, as follows:

 

  The first tranche is 80,000 Series C Preferred Shares in the amount of $800,000 (the “First Tranche Investment”), such shares having been purchased by us on December 15, 2020 (the “First Tranche Closing”);

 

  The second tranche is 60,000 Series C Preferred Shares in the amount of $600,000 (the “Second Tranche Investment”), such shares having been purchased by us on June 25, 2021 (the “Second Tranche Closing”); and 

 

  The third tranche is 60,000 Series C Preferred Shares in the amount of $600,000 (the “Third Tranche Investment”), such shares to have been purchased on or before June 30, 2022 (the “Third Tranche Closing”).

  

Following the end of our 2021 fiscal year, an individual and resident of the Republic of China (the “Purchaser”), Hukui and we entered into a Stock Purchase Agreement dated as of November 17, 2021 (the “Stock Purchase Agreement”), pursuant to which we agreed to sell the 140,000 shares of Hukui’s Series C Preferred Stock that we had purchased in the First Tranche Closing and the Second Tranche Closing (the “Hukui Shares”) to the Purchaser for $350,000 in cash, or $2.50 per share. The sale of the Hukui Shares closed on November 19, 2021.

 

1 

 

 

As a result of our original purchase of the first 80,000 of the Hukui Shares on December 15, 2020, together with certain other factors, we may have been deemed to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). To the extent that we may have been deemed to be an investment company, we have been relying on Rule 3a-2 promulgated under the Investment Company Act, allowing us to terminate our investment company status on or before December 15, 2021, the first anniversary of our purchase of the first 80,000 of the Hukui Shares, without having to register and be regulated as an investment company.

 

Believing that it is not in the best interests of the Company and its shareholders to register and be regulated as an investment company under the Investment Company Act, we explored different lawful means by which we could terminate our potential investment company status. We determined that the only viable option to terminate our potential investment company status and lawfully avoid registration and regulation under the Investment Company Act was to sell the Hukui Shares on or before the December 15, 2021 deadline.

 

After making diligent efforts to seek a purchaser of the Hukui Shares, we received three all-cash offers to purchase the Hukui Shares. We accepted the offer of the Purchaser, which was the highest of the three all-cash offers that we received.

 

We had purchased the Hukui Shares in two tranches, on December 15, 2020 and June 30, 2021, pursuant to the Hukui Agreement, at $10.00 per share, for an aggregate purchase price of $1,400,000.  We sold the Hukui Shares at $2.50 per share, for a total price of $350,000, resulting in loss of $1,050,000. We recognized impairment loss of the market value of the shares of $1,050,000 for the year ended September 30, 2021. See Note 4 to the Consolidated Financial Statements.

 

On December 17, 2021, Hukui and we entered into an Agreement (the “Termination Agreement”), pursuant to which our obligation to make the Third Tranche Investment was terminated and the Hukui Agreement was terminated. As a result, we have no continuing contractual obligation to make any investment in Hukui. 

 

With the sale of the Hukui Shares, we believe that we are no longer deemed to be an investment company as defined in the Investment Company Act and, accordingly, we are not required to register and be regulated as an investment company thereunder. Additionally, with the execution of the Termination Agreement, the possibility that we could again become an inadvertent investment company under the Investment Company Act has been removed.

 

If we decide to develop a plan of operations for a new business, we will need to raise capital to pursue such a business. There are no commitments in place to fund any such business and no guarantee can be given that we will be able to secure such funding on terms that are favorable to us, or at all.

 

Either alone, or in combination with a plan of operations for a business that we would operate, we will also consider opportunities to engage in a reverse merger with another company.

 

Certain Regulatory Matters

 

Blank Check Company 

 

Based on the current and proposed business activities described above, the Company is a “blank check” company pursuant to Rule 419(a)(2) under the Securities Act. The Securities and Exchange Commission (the “SEC”) defines a blank check company as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” 

 

Rule 419 requires, among other things, that the proceeds of any public offering of penny stock securities by a blank check company, and all securities issued by a blank check company in such an offering, must be placed in a formal escrow or trust account until certain conditions specified in Rule 419 have been satisfied. In addition, many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions.

 

Shell Company 

 

Pursuant to Rule 12b-2 under the Exchange Act, we are also a “shell company” because we have no or nominal assets (other than cash) and no or nominal operations. As such, we are subject to a variety of regulations. As we have also previously disclosed, certain specific rules and regulations of the SEC apply to shell companies, including the following:

 

  Shell companies may not register securities in connection with an employee benefit plan while they are a shell company and for 60 days after reporting certain current public information to the SEC regarding transactions or events resulting in the termination of shell company status.

 

  Stockholders of shell companies may not rely on the exemption from registration provided by Rule 144, until the following primary requirements have been satisfied: (i) one year has elapsed since the company ceases to be a shell company and certain current information has been timely filed with the SEC regarding the cessation of the company’s status as a shell company; (ii) the company is subject to the reporting requirements under the Exchange Act; and (iii) the company has been current in all of its periodic SEC filings for the 12 months preceding the contemplated sale of stock.

  

2 

 

 

  Reporting shell companies are required to disclose transactions and events that result in a shell company ceasing to be a shell company. Such disclosure is typically made on a Current Report on Form 8-K, which requires extensive information about the transactions and events in issue.

 

GEEC was incorporated in Nevada on June 21, 2010. Our principal place of business is located at 1108 S. Baldwin Avenue, Suite 107, Arcadia, California 91007 and our telephone number is (855) 707-2077. Our website is www.geecenzymes.com. No part of our website is incorporated into this report.

 

Employees

 

As of September 30, 2021, we had four part time employees. All our employees are employed in Taiwan. 

 

ITEM 1A. RISK FACTORS

 

Not required for smaller reporting companies.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Not required for smaller reporting companies.

 

ITEM 2. PROPERTIES

 

Our principal executive offices are located at 1108 S. Baldwin Avenue, Suite 107, Arcadia, California 91007. The arrangement is on a month-to-month basis at a cost of $200 per month.

 

ITEM 3. LEGAL PROCEEDINGS

 

There are presently no material pending legal proceedings to which we are a party or as to which any of our property is subject, and no such proceedings are known to us to be threatened or contemplated against us.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

3 

 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Our common stock (“Common Stock”) is not traded on any stock exchange and is occasionally quoted on the OTC Pink Market. As of January 7, 2022, there were approximately 282 record holders of our Common Stock.

 

Dividend Policy

 

We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the execution of our business model.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

We have not authorized the issuance of, or issued, any securities under a retirement, pension, profit sharing, stock option or other equity compensation plans.

 

Recent Sales of Unregistered Securities

 

In order to fund the First Tranche Investment in Hukui and for general working capital needs, we conducted a private offering of our Common Stock. On December 15, 2020, we sold 107,000,000 shares of our Common Stock to 34 individuals at a purchase price of $0.01 per share (the “Fall 2020 Offering”), for gross and net proceeds of $1,070,000, before allocating certain expenses associated with the offering in the amount of $5,852 as adjusted paid-in capital. See Note 7 to Consolidated Financial Statements.

 

On April 9, 2021, we issued 3,059,836 shares of our Common Stock to repay the outstanding principal and accrued and unpaid interest on a promissory note we issued to evidence a loan made to us by one of our stockholders in the principal amount of $30,000 (the “October 2020 Note”).

 

In order to fund the Second Tranche Investment in Hukui and for general working capital needs, we conducted a private offering of our Common Stock. On June 15, 2021, we sold 63,000,000 shares of our Common Stock to 18 individuals, at purchase price of $0.01 per share (the “Spring 2021 Offering”), for gross and net proceeds of $630,000, before allocating certain expenses associated with the offering in the amount of $7,230 as adjusted paid-in capital. See Note 7 to Consolidated Financial Statements.

 

Our Board of Directors authorized that all accrued and unpaid amounts of compensation, as of March 31, 2019, and thereafter, may be converted, at the option of our directors, and present and certain former executive officers, into shares of our Common Stock, at a rate of $0.05 per share for compensation earned on or before September 30, 2020 and $0.01 per share for compensation earned on and after October 1, 2020. Our Board of Directors also agreed that all accrued and unpaid amounts of director fees, as of March 31, 2019, and thereafter, may be converted upon the occurrence of certain events, at the option of the director, into shares of our Common Stock, at the same rates.

 

Effective March 31, 2021, we issued an aggregate 6,399,965 shares of our Common Stock to certain of our directors, officers, employees and a consultant, who converted accrued and unpaid compensation in the aggregate amount of $94,398. Of this amount, (i) $37,998 was with respect to amounts accrued during fiscal year 2020 and was converted at a rate of $0.05 per share into an aggregate 759,965 shares of our Common Stock; and (ii) $56,400 was with respect to amounts accrued during fiscal year 2021 through March 31, 2021 and was converted at a rate of $0.01 per share into an aggregate 5,640,000 shares of our Common Stock. See Item 11, “Executive Compensation”.

 

4 

 

 

Effective September 30, 2021, we issued an aggregate 6,144,000 shares of our Common Stock to certain of our current and former directors, officers, employees and a consultant, who converted accrued and unpaid compensation in the aggregate amount of $61,440 at a rate of $0.01 per share of our Common Stock. See Item 11, “Executive Compensation”.

 

We offered and issued all of the foregoing securities under the exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Regulation D or Regulation S promulgated thereunder.

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not required for smaller reporting companies.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This discussion should be read in conjunction with the Company’s consolidated financial statements, including the Notes thereto, for the years ended September 30, 2020 and September 30, 2021, beginning on Page F-1.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview

 

During our historic period, we were a start-up company whose main focus was to promote, market, distribute and export a range of enzyme products manufactured in the United States for sale for human and animal consumption in certain Asian markets, including ASEAN. Our objective was to commence marketing and distribution of a range of enzyme products for human and animal consumption to sole country distributors, wholesalers, dealers and retailers, as well as to the general public following a Multi-Level Marketing – Franchise Investor Dealer Related (MLM-FIDR) concept, beginning in Taiwan, and then China, Hong Kong, Macau, Thailand, Malaysia, Singapore and Sri Lanka.

 

At some point, which we believe may have occurred approximately mid- to late-2016, Oliver Lin’s management ceased operating our original business. We have not generated any revenue from operations since that time.

 

In 2019 and through the end of fiscal 2021, we explored plans to restart our enzyme products business or develop a new business. In 2019 and through early 2020, we had planned to restart our original enzyme products business, by importing enzyme supplements from the United States for sale in Taiwan. However, due to the COVID-19 pandemic, all non-COVID-19 related matters, including obtaining an import license from Taiwan’s Ministry of Economic Affairs and the Taiwan FDA, were delayed or were taking longer than usual in Taiwan beginning in late-January 2020. For various reasons, including the fact that, without a reasonably foreseeable end of the pandemic and Taiwan government resources being shifted to dealing with the pandemic, we decided to abandon the plan to restart our enzyme products business.

 

During fiscal year 2020, we announced that we were in the preliminary stage of developing a new business plan to sell and distribute physiological sea water and nasal spray in Taiwan and the United States. However, after exploring this possible business as a result of several factors, including but not limited to difficulties in commencing a new business during the ongoing COVID-19 pandemic, we decided not to pursue the nasal spray business.

 

In September 2020, we announced that we were exploring business opportunities for medical mask, medical-grade gloves and possibly other PPE. During fiscal 2021, due to lack of sufficient funding, we decided not to pursue the PPE business. We continued to explore other products with high demand since the advent of the COVID-19 pandemic, specifically rapid test kits. However, due to lack of funding and other factors, including the size of enterprise needed to successfully carry out such a business, we no longer intend to pursue this business.

 

At this time, we have no specific plan to commence any particular new business. Our focus will be to consider either or both of a possible business combination, which may include but not be limited to a reverse merger, with another operating business, or commencing a business of our own. However, we reserve the right to further change our business plan at any time.

 

Hukui Investment

 

In late September 2020, we announced that Hukui and we had entered into the Hukui Agreement, pursuant to which we agreed to purchase an aggregate 200,000 shares of Hukui’s Series C Preferred Shares at $10.00 per share, for an aggregate investment of $2,000,000. 

 

The Hukui Agreement provided that we would purchase the Series C Preferred Shares in three tranches, through a date on or before June 30, 2022, as follows:

 

  The First Tranche Investment is 80,000 Series C Preferred Shares in the amount of $800,000, such shares having been purchased by us on December 15, 2020 in the First Tranche Closing;

 

  The Second Tranche Investment is 60,000 Series C Preferred Shares in the amount of $600,000, such shares having been purchased by us on June 25, 2021 in the Second Tranche Closing; and

 

  The Third Tranche Investment is 60,000 Series C Preferred Shares in the amount of $600,000, such shares to have been purchased on or before June 30, 2022 in the Third Tranche Closing.

 

5 

 

 

Following the end of our 2021 fiscal year, the Purchaser, Hukui and we entered into the Stock Purchase Agreement, pursuant to which we agreed to sell the 140,000 Hukui Shares that we had purchased in the First Tranche Closing and the Second Tranche Closing to the Purchaser for $350,000 in cash, or $2.50 per share. The sale of the Hukui Shares closed on November 19, 2021.

 

We had purchased the Hukui Shares in two tranches, on December 15, 2020 and June 30, 2021, pursuant to the Hukui Agreement, at $10.00 per share, for an aggregate purchase price of $1,400,000.  We sold the Hukui Shares at $2.50 per share, for a total price of $350,000, resulting in loss of $1,050,000. We recognized impairment loss of the market value of the shares of $1,050,000 for the year ended September 30, 2021. See Note 4 to Notes to Consolidated Financial Statements.

 

On December 17, 2021, Hukui and we entered into the Termination Agreement, pursuant to which our obligation to make the Third Tranche Investment was terminated and the Hukui Agreement was terminated. As a result, we have no continuing contractual obligation to make any investment in Hukui.

 

If we decide to develop a plan of operations for a new business, we will need to raise capital to pursue such a business. There are no commitments in place to fund any such business and no guarantee can be given that we will be able to secure such funding on terms that are favorable to us, or at all.

 

For the fiscal year ended September 30, 2020, Jui Pin (John) Lin, our former President and Chief Executive Officer, periodically provided the capital we needed to operate in the form of loans in the aggregate principal amount of $120,410, the principal and accrued and unpaid interest of which are convertible, at his option, into shares of our Common Stock at $0.05 per share. On December 28, 2020, we repaid Mr. Lin $65,410 of the principal amount of loans due and payable plus accrued interest in the amount of $1,162, for a total of $66,572. On January 5, 2021, we repaid Mr. Lin $20,000 of the principal amount of another such loan due and payable plus accrued interest in the amount of $403, for a total of $20,403.

 

On August 26, 2020, Jui Pin (John) Lin loaned us $35,000 at 4% interest rate and six months’ maturity. The loan was repaid on February 26, 2021 in the principal amount of $35,000, together with interest in the amount of of $706, for a total of $35,706.

 

On October 9, 2020, another stockholder loaned us $30,000 (the “October 2020 Loan”), on substantially the same terms as the terms of the loans from Mr. Lin. On April 9, 2021, the lender converted the outstanding principal, together with accrued and unpaid interest in the amount of $598, into 3,059,836 shares of the Company’s Common Stock, at a rate of $0.01 per share.

 

During the fiscal year ended September 30, 2021, we raised an aggregate $1.8 million in two private offerings, the Fall 2020 Offering and the Spring 2021 Offering, to raise the capital needed to fund our operations and make the First Tranche Investment and Second Tranche Investment in Hukui.

 

We may also raise equity, debt, convertible debt or a combination of any of the foregoing, from other parties for the capital we may need for any of the purposes specified in this report. There is no agreement in place between the Company and anyone for such capital to continue to be made available to us as needed, and we cannot guarantee that any such capital will continue to be available to us on favorable terms, or at all, in the future.

 

Results of Operations

 

Year Ended September 30, 2021 compared to the Year Ended September 30, 2020

 

Revenues

 

We did not generate any revenues during the years ended September 30, 2021 and 2020.

 

Operating expenses

 

We incurred total operating expenses of $363,637 and $309,907 for the years ended September 30, 2021 and 2020, respectively. Our operating expenses consist of legal fees, other professional fees, payroll expenses, rent, bank charges, and transfer agent fees. The increase in operating expenses for the year ended September 30, 2021 compared to the same period ended in 2020 was primarily due to increase in legal fees and consultant fees.

 

Other income (expense)

 

During the year ended September 30, 2021, we had a net other income of $52,250, which included incurred $78,476 of other income due to liabilities written off, partially offset by a $25,000 penalty plus interest of $1,226 from the IRS for failing to file Form 5472 timely. We did not have other income during the year ended September 30, 2020. During the year ended September 30, 2021 we incurred $1,050,000 impairment loss of investment. We invested $1,400,000 in Hukui’s Series C Preferred stock, which is sold on November 17, 2021 for $350,000, resulting in loss of $1,050,000. We wrote down the investment on September 30, 2021 to reflect fair market value of the investment.

 

Investment impairment loss

 

Pursuant to the Stock Purchase Agreement, we sold the Hukui Shares on November 19, 2021 for $350,000 in cash, or $2.50 per share. The sale of the Hukui Shares resulted in loss of $1,050,000. We recognized impairment loss of the market value of the shares of $1,050,000 for the year ended September 30, 2021. See Note 4 to Notes to Consolidated Financial Statements.

 

6 

 

 

Contingent liability

 

During the fiscal year ended September 30, 2021, we received a $25,000 penalty from the Internal Revenue Service (the “IRS”) for failure to file Form 5472, Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business, for the year ended September 30, 2020. We are currently seeking forgiveness of the penalty and interest thereon in the amount of $1,226, for a total of $26,226, which was still pending as of September 30, 2021.

 

Net Loss

 

As a result of the above, our net loss increased from $311,109 in the year ended September 30, 2020 to $1,364,432 in the same period ended in 2021.

 

Effect of the COVID-19 Pandemic on our Business

 

While our liquidity and capital resources are severely limited and present serious obstacles to starting a business or continuing to meet or obligations to invest in Hukui, these limitations are unrelated to the COVID-19 pandemic and resulting global economic crisis.

 

We have been affected by the pandemic to the extent that it was one of a number of contributing factors in our decision to change our plan of operations from restarting our enzyme products business to selling the nasal spray product and then deciding not to pursue the nasal spray product business, although the first of those two decisions was largely made prior to the full impact of the COVID-19 pandemic. Our personnel are in Taiwan, which, until recently, has been relatively less affected by the pandemic compared to many other countries in Asia, Europe and the United States. Even before an increase in the number of cases of COVID-19 in Taiwan, we expected to experience delays in obtaining business licenses and permits, and any other governmental approvals that may be required for a future business, since government offices are continuing to work with reduced staff during the pandemic. With the recent increase in the number of COVID-19 cases in Taiwan, we expect this situation to continue and possibly become more challenging.

 

Depending upon the extent and duration of the pandemic and the resulting global economic crisis, these conditions may have an adverse impact on our ability to raise capital and commence any business we may pursue. Depending upon possible changes in consumer demand, shopping and spending habits as a result of the pandemic and the resulting global economic crisis, we may also face challenges of consumer acceptance if and when we start to market any products.

 

Liquidity and Capital Resources

 

Working Capital

 

   September 30,   September 30, 
   2021   2020 
Current Assets  $35,044   $18,092 
Current Liabilities   105,346    371,035 
Working Capital Deficit  $(70,302)  $(352,943)

 

As of September 30, 2021, we had current assets of $35,044 and a working capital deficit of $70,302. In comparison, as of September 30, 2020, we had cash and cash equivalents of $18,092 and a working capital deficit of $352,943.

 

As of September 30, 2021, we had total assets of $385,044, compared with total assets of $18,092 at September 30, 2020. The increase in total assets was primarily due to increase in prepayment and investment in Hukui.

 

We had $105,346 in total current liabilities as of September 30, 2021, consisting of $100,746 in accounts payable, $1,590 in accrued expenses, and $3,010 due to related parties. This is compared to total current liabilities of $371,035 as of September 30, 2020, which included $129,154 in accounts payable, $25,436 in accrued expenses, $96,035 due to related parties and $120,410 in notes payable – related party. The decrease of liability was because of decrease in due to related parties which was primarily due to some unpaid compensation to officers and directors. The liability was mainly paid off in the form of conversion of accrued compensation into shares of our Common Stock. Effective March 31, 2021, we issued an aggregate 6,399,965 shares of our Common Stock to certain of our directors, officers, employees and a consultant, who converted accrued and unpaid compensation in the aggregate amount of $94,398. Of this amount, (i) $37,998 was with respect to amounts accrued during fiscal year 2020 and was converted at a rate of $0.05 per share into an aggregate 759,965 shares of our Common Stock; and (ii) $56,400 was with respect to amount accrued during fiscal year 2021 through March 31, 2021 and was converted at a rate of $0.01 per share into an aggregate 5,640,000 shares of our Common Stock. Effective September 30, 2021, the Company issued an aggregate 6,144,000 shares of its Common Stock to certain of its directors, officers, employees and a consultant, who converted accrued and unpaid compensation in the aggregate amount of $61,440 at a rate of $0.01 per share of its Common Stock.

 

7 

 

 

During the year ended September 30, 2021, one of our shareholders made the October 2020 Loan to us in the principal amount of $30,000, primarily to pay our expenses. The October 2020 Loan bore simple interest at a rate of 4% per annum and was payable as to both principal and interest on the Maturity Date of April 9, 2021. On the Maturity Date, the holder of the note evidencing the October 2020 Loan(the “October 2020 Note”) converted the outstanding principal, together with accrued and unpaid interest of $598, into 3,059,836 shares of the Company’s Common Stock at the rate of $0.01 per share.

 

We had total stockholders’ equity of $253,473 and an accumulated deficit of $9,522,821 as of September 30, 2021. In comparison, we had a total stockholders’ deficiency of $352,943 and an accumulated deficit of $8,158,389 as of September 30, 2020

 

On December 15, 2020, we completed the Fall 2020 Offering. We sold 107,000,000 shares of our Common Stock to 34 individuals at a purchase price of $0.01 per share, for gross proceeds of $1,070,000 before allocating certain expenses associated with the offering in the amount of $5,852 as adjusted paid-in capital.

 

On April 9, 2021, we issued 3,059,836 shares of our Common Stock to repay the principal and interest accrued upon the maturity of the October 2020 Note.

 

On June 15, 2021, we sold and issued 63,000,000 shares of our Common Stock to 18 individuals at purchase price of $0.01 per share in the Spring 2021 Offering. Gross proceeds were $630,000, before allocating certain expenses associated with the offering in the amount of $7,230 as adjusted paid-in capital.

 

On July 15, 2021, the Company completed the Spring 2021 Offering of its Common Stock, on which date it sold and issued additional 10,000,000 shares of its Common Stock to five individuals at a purchase price of $0.01 per share, for gross proceeds of $100,000, before allocating certain expenses associated with the offering in the amount of $959 as adjusted paid-in-capital.

 

Reverse Stock Split

 

On June 23, 2020, our Board of Directors approved the Reverse Stock Split of our Common Stock, at a ratio of 1-for-100, as of the Effective Date. The Effective Date of the Reverse Stock Split with the Secretary of State of the State of Nevada was 9:00 a.m. on July 6, 2020 and July 23, 2020 with the Financial Industry Regulatory Authority and in the marketplace.

 

On the Effective Date, the total number of shares of our Common Stock held by each shareholder was converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) 100. 

 

No fractional shares were issued in connection with the Reverse Stock Split, and no cash or other consideration was be paid. Instead, we issued one whole share of the post-Reverse Stock Split Common Stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

 

We are authorized to issue 10,000,000,000 shares of Common Stock and that number did not change as a result of the Reverse Stock Split. 

 

Cash Flows

 

  

Year ended

September 30,
2021

  

Year ended

September 30,
2020

 
Cash flows used in operating activities  $(304,588)  $(223,974)
Cash flows used in investing activities   (1,400,000)   - 
Cash flows provided by financing activities   1,695,549    120,410 
Effect of exchange rate changes on cash   218    (1)
Net decrease in cash during period  $(8,821)  $(103,565)

 

During the year ended September 30, 2021, we used $304,588 of cash in operating activities which was attributable primarily to our net loss of $1,364,432 offset by impairment of $1,050,000 to investment and change in operating assets and liabilities of $9,844. In comparison, during the year ended September 30, 2020, we used $223,974 of cash in operating activities which was attributable to our net loss of $311,109 and the change in operating assets and liabilities of $87,135.

 

With respect to our investing activities, we used $1,400,000 in payment for investment made to Hukui during the year ended September 30, 2021. We did not have cash inflow from investing activities for the year ended September 30, 2020.

 

During the year ended September 30, 2021, we had total cash inflow of $1,695,549 from financing activities. We received $30,000 from the October 2020 Loan. We repaid $120,410 to the notes from related party, who was our then President and Chief Executive Officer, Jui Pin Lin. We received $1,785,959, net of directly associated expenses, including legal, transfer agent, and printing and delivery expenses, from two private offerings of our Common Stock, which were completed in December 2020 and July 2021, respectively. For accounting purpose, we recorded the net proceeds from private offering instead of the gross amount of $1,800,000.

 

8 

 

 

During the year ended September 30, 2020, we received $120,410 from notes payable – related party. Our President and Chief Executive Officer, Jui Pin Lin, loaned us the aggregate principal amount of $120,410, primarily to pay our expenses. In October 2020, another shareholder loaned us the aggregate principal amount of $30,000, primarily to pay our expenses.

 

There is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our expenses as they become due. We do not anticipate any significant additional revenue until and unless we begin to execute on our plan of operations involving the start of our new nasal spray business. There is no assurance that we will ever reach that stage. The consolidated financial statements presented herein do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that we cannot continue as a going concern.

 

Our ability to continue as a going concern is dependent upon our ability to successfully execute our business plan and generate profitable operations in the future, and, until and unless we achieve that, to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operation as and when they become due. Management intends to finance operating costs for the foreseeable future with the issuance of equity and/or debt. While we have received certain loans from our former President and Chief Executive Officer, Jui Pin (John) Lin, there is no standing commitment from any person for any such capital and there can be no assurances that capital will be available to us on favorable terms, or at all. Our failure to obtain adequate funding would be detrimental to us and result in the inability to execute our plan of operations, or even having to cease operations completely.

 

To date, our capital requirements have primarily been funded by shareholders through the purchase of our Common Stock in private offerings and short-term borrowings from a former officer and another shareholder. We likely will need to raise additional capital for corporate expenses during the next 12 months. We are exploring options of raising additional capital through issuing more Common Stock or other securities, including debt and debt convertible into Common Stock. There are no agreements, arrangements or understandings in place with respect to raising any additional capital from any person. There can be no assurance that we will be able to raise such capital when and as needed on terms that are favorable to us, or at all.

 

Contractual Obligations

 

We do not have material contractual obligations and commitments. We only have one lease that is renewed on a month-to-month basis.

 

Off-Balance Sheet Arrangements

 

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

 

Critical accounting policies and estimates

 

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, inventories, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. For the years ended September 30, 2021 and 2020, no significant estimates and assumptions have been made in the consolidated financial statements. The following are some of the critical accounting policies in relation to the preparation of the consolidated financial statements. For a full summary of our critical accounting policies, please refer to Note 2 of Notes to Consolidated Financial Statements.

 

Foreign currency translation

 

The financial statements of our subsidiary denominated in currencies other than the USD are translated into USD using the closing rate method. The balance sheet items are translated into USD using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All exchange differences are recorded in stockholders’ equity (deficiency).

 

9 

 

 

Stock-Based Compensation

 

We account for stock-based compensation in which we obtain employee services in share-based payment transactions under FASB ASC Topic 718, Compensation – Stock Compensation, which requires us to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the vesting period.

 

We also adopted FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees, to account for equity instruments issued to parties other than employees for acquiring goods or services. Such awards for services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable. 

 

Recent accounting pronouncements

 

We do not expect that the adoption of recently issued accounting pronouncements will have a material impact on its financial position, results of operations, or cash flows. For a full summary of recent accounting pronouncements, please refer to Note 2 of Notes to Consolidated Financial Statements. 

 

Currency exchange rates

 

Our functional currency is the USD, and the functional currency of our operations is the TWD. It is anticipated that all of our sales will be denominated in TWD. As a result, changes in the relative values of USD and TWD affect our reported amounts of revenues and profit (or loss) as the results of our operations are translated into USD for reporting purposes. In particular, fluctuations in currency exchange rates could have a significant impact on our financial stability. Fluctuations in exchange rates between the USD and the TWD would also affect our gross and net profit margins and could result in foreign exchange and operating losses.

 

Our exposure to foreign exchange risk primarily relates to currency gains or losses resulting from timing differences between the signing of sales contracts and the settling of these contracts. Furthermore, we translate monetary assets and liabilities denominated in other currencies into TWD, the functional currency of our operations. Our results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in our statement of shareholders’ equity. We have not used any forward contracts, currency options or borrowings to hedge our exposure to foreign currency exchange risk. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign currency losses in the future.

 

To the extent that we hold assets denominated in USD, any appreciation of the TWD against the USD could result in a charge in our statement of operations and a reduction in the value of our USD-denominated assets. On the other hand, a decline in the value of the TWD against the USD could reduce the USD equivalent amounts of our financial results. 

 

For financial reporting purposes, the financial statements of the Company’s Singapore subsidiary, which are prepared using the SGD, are translated into the Company’s reporting currency, USD. Assets and liabilities are translated using the exchange rate on the balance sheet date, which was 0.7368 and 0.7325 as of September 30, 2021 and 2020, respectively. Revenue and expenses are translated using average exchange rates prevailing during each reporting period. The 0.7458 and 0.7228 average exchange rates were used to translate revenues and expenses for the years ended September 30, 2021 and 2020, respectively. Stockholders’ equity (deficiency) is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive loss in stockholders’ equity (deficiency).

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required for smaller reporting companies.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

See pages F-1 through F-15.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

  

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our disclosure controls and procedures are designed to ensure that the information relating to our Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the evaluation date, our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting, as described below.

 

10 

 

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the design and operating effectiveness of our internal controls over financial reporting based on the framework in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:

 

Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

 

Comingling of funds: We do not have adequate control of our petty cash, resulting in the comingling of our petty cash with the nominal account holder’s personal funds.

 

Lack of Adequate Staffing: We do not have adequate in-house accounting personnel and expertise in key positions, resulted in overly relying on outside consultants in preparing financial statements and other required disclosures by the Securities and Exchange Commission.

 

Ineffective oversight: We do not exercise effective oversight and monitoring procedures designed and implemented to certain control activities.

 

Overly relied on outside professionals: We are unable to prepare internally financial statements and relied on outside professional consultants to prepare financial statements and adequate disclosures.

 

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. As a result of the material weaknesses in internal control over financial reporting identified above, management concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2021 based on the criteria set forth in “Internal Control—Integrated Framework” issued by COSO.

 

Due to the nature of the material weaknesses, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected. The material weaknesses identified above either individually or in aggregation did not result in any identified misstatements or errors in the Company’s consolidated financial statements as at and for the year ended September 30, 2021.

 

11 

 

 

Management’s Plan for Remediation 

 

Management has discussed the material weaknesses noted above with our independent registered public accounting firm. Management is committed to improving its internal controls and, subject to having adequate financial resources, intends to:

 

  increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties to monitor and review until there are sufficient personnel to segregate duties;

 

  consider providing professional courses for our key position personnel;

 

  hire additional employees to realize segregation of duties; and

 

  strengthen management monitoring control over accounting and financial statements preparation processing.

 

However, due to limitation of funds and personnel, we have so far been unable to begin to implement the plan to remediate the material weaknesses noted above.

 

Inherent Limitations on Effectiveness of Controls

 

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all control issues or misstatements. Accordingly, our controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our control system are met. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become adequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Changes in Internal Control

 

There have been no changes in our internal control over financial reporting that occurred during the year ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

12 

 

 

PART III

 

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

As of the date of the filing of this Annual Report, our current directors and executive officers and additional information concerning them are as follows:

 

Name   Age   Position
         
Wen-Piao (Jack) Lai   69   President and Chief Executive Officer, Director
         
Shao-Cheng (Will) Wang   62   Chief Financial Officer, Treasurer and Secretary
         
Kuang Ming (James) Tsai   71   Chairman of the Board, Director
         
Jui Pin (John) Lin   65   Director
         
Hsin-Ta (Darren) Su   44   Director
         
Nan-Yao (Jake) Chan   49   Director

 

Wen-Piao (Jack) Lai has served as a director since June 17, 2021 and has served as our President and Chief Executive Officer since October 29, 2021. Mr. Lai founded Kuan Dar Textile Co., Ltd., located in Taoyuan City, Taiwan, in 1987 and has served as its President since that time. From January 2016 to December 2017, Mr. Lai served as President of the Alumni Association of Sha-Lu Industrial Vocational Senior High School, from which he graduated in 1967. Mr. Lai has extensive experience in business operations and management through more than 30 years of business management experiences in the company he founded. He also has participated with volunteer firefighting with Taoyuan City Bade Fire Station Squadron in Taoyuan City, Taiwan since 1999.

 

Shao-Cheng (Will) Wang has served as our Chief Financial Officer, Treasurer and Secretary since March 18, 2020. From June 17, 2021 to October 29, 2021 he also served as a director. In August 2020, Mr. Wang became the president of Yuhan Trading Company in Taichung, Taiwan. From January 1994 to the present, Mr. Wang has served as an information technology consultant for Hsinlan Chemical, Co, Ltd. located in Taichung City, Taiwan. From May 2018 to the present, he has served as the General Secretary for Chinese Taipei Wushu Confederation of the Koushu/Wushu Federation of the Republic of China (Taiwan). From August 1986 to July 2015, he was a teacher and Director of Academic Affairs for Taichung Sha-Lu Industrial Senior High School in Taichung, Taiwan. Mr. Wang received a bachelor’s degree from the Division of Industrial Technics Education of the National Taiwan Normal University and a master’s degree from the Graduate Institute of Statistics of Chung Hua University in Hsinchu City, Taiwan.

 

Kuang Ming (James) Tsai has served as a director and Chairman of the Board since June 11, 2018. Mr. Tsai served as our President from June 29, 2018 to March 4, 2020, our Chief Executive Officer from June 29, 2018 to March 18, 2020 and our Chief Financial Officer from September 12, 2018 to March 18, 2020. From July 2017 to June 2018, Mr. Tsai served as the President of YAMA KAWA Bilingual Club, part of District 67 Toastmasters International. From 2010 to 2017, Mr. Tsai was retired, during which period he was an investor of securities. From 2006 to 2010, he served as the President of Blanfield Pty Ltd., an import company. Mr. Tsai received a Bachelor of Arts Degree from National Taiwan University in 1973, majoring in Economics. 

 

Jui Pin (John) Lin has served as a director since June 17, 2021. He also served as our President from March 4, 2020 to August 1, 2021 and as our Chief Executive Officer from March 18, 2020 to August 1, 2021. Mr. Lin previously served as our President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer, and as a director, from April 18, 2017 to August 4, 2017. From November 1983 to the present, Mr. Lin has served as the President of Risesun Electrical & Industry Co. Ltd. located in Taiwan. From March 1994 to the present, he has served as President of Risesun Electric & Industry (Kunshan) Co. Ltd. located in China. From May 1998 to the present, Mr. Lin has served as the Chairman and Director of Yogo Textile Co. Ltd. located in Bangladesh. From September 2015 to the present, he has served as the President of First Empire Corp. located in Seychelles. From November 2018 to the present, Mr. Lin has served as the President of Rekun Electronic Technology (Kunshan) Corp. located in China. Mr. Lin received a bachelor degree from the Oriental Institute of Technology in Taipei, Taiwan in 1977, where he majored in Textile Engineering.

 

Hsin-Ta (Darren) Su has served as a director since October 29, 2021 and as our IT manager since March 2020. From April 2020 to October 2021, he was a software developer for JC Healthcare Technology Co., Ltd. In Taiwan. From May 2016 to March 2020, he was a software developer Evolve Development Co., Ltd., in Taiwan. Mr. Su received an associate degree of computer engineering in 1998 from Kuang Wu Junior College in Taiwan.

 

Nan-Yao (Jake) Chan has served as a director since October 29, 2021 and has been section manager of Taichung District of Mercuries Life Insurance Co. since January 2011. From August 1995 to December 2010, he was team leader of Taichung District of Mercuries Life Insurance Co.

 

13 

 

 

None of our directors presently serves as a director of any other public companies. We have not entered into indemnification agreements with our directors, although they have indemnification protection under the laws of the State of Nevada, in which we are incorporated. We do not currently maintain director and officer liability insurance.

 

We believe that what qualifies each of our directors to serve as such is that each of our directors has a good working relationship with our shareholders generally, has been engaged in private raises of capital, which we will require, and has a broad background in business, all of which qualities and attributes could help us in the future.

 

Term of Office

 

Directors hold office until the next annual meeting of our shareholders and until their successors have been duly elected and qualified. Our Bylaws provide that our Board of Directors will consist of no less than one nor more than nine members, as may be set from time to time by our shareholders. Our officers are appointed by, and serve at the discretion of, the Board of Directors.

 

Director Independence

 

Our Board of Directors is currently composed of two members, neither of whom qualifies as an independent director in accordance with the published listing requirements of the Nasdaq Stock Market. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his or her family members has engaged in various types of business dealings with us.

 

In addition, our Board of Directors has not made a subjective determination as to any of our directors that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, although such subjective determination is required by Nasdaq requirements. Had our Board of Directors made these determinations, our Board of Directors would have reviewed and discussed information provided by our directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

 

Involvement in Certain Legal Proceedings

 

During the past ten years, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company, including any allegations (not subsequently reversed, suspended or vacated), permanent or temporary injunction, or any other order of any federal or state authority or self-regulatory organization, relating to activities in any phase of the securities, commodities, banking, savings and loan, or insurance businesses in connection with the purchase or sale of any security or commodity, or involving mail or wire fraud in any business.  

 

Corporate Governance, Committee Structure and Conflicts of Interest

 

We do not have standing audit, compensation and nominating/corporate governance committees, or committees performing similar functions. We have not adopted a code of ethics. We anticipate that as we become more familiar with the obligations of U.S. public companies, we will implement appropriate corporate governance structures to comply with SEC and/or stock exchange requirements. We intend to comply with all corporate governance requirements applicable to us at this time. 

 

Since our Board of Directors does not have standing audit, compensation or nominating/corporate governance committees, or any other committees, the functions that would have been performed by such committees are performed by our Board of Directors as a whole. We do not currently have a director who would satisfy the requirements of being an audit committee financial expert. Our Board of Directors has determined that such committees are not necessary at this time, since the Company is in the early stages of its plan of operations, and there is no active trading of our Common Stock. It should be noted that since, at most, only one of our directors is independent, there is a risk of conflicts of interest arising from time to time. During the next fiscal year, our Board of Directors will monitor whether and when it would be appropriate to diversify the Board of Directors to include independent directors and/or establish Audit, Compensation and/or Nominating/Corporate Governance Committees. 

 

Shareholder Communications with the Board of Directors

 

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, our directors welcome the views of our shareholders. During the next fiscal year, our Board of Directors will continue to monitor whether and when it would be appropriate to adopt such a process. 

 

14 

 

 

ITEM 11. EXECUTIVE COMPENSATION

 

The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal years ended September 30, 2020 and 2021. Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.

 

Summary Compensation Table

 

Name and Principal Position  Fiscal
Year
   Salary
($)
   Bonus
($)
   Stock
Awards
($)
   Option
Awards
($)
   All other
compensation
($)
   Total
($)
Jui Pin (John) Lin(1),      2020    21,000    -    -    -    -   21,000
Former Chief Executive Officer      2021    30,000    -    -    -    500   30,500
                                  
Shao-Cheng (Will) Wang(2)      2020    13,500    -    -    -    -   13,500
Chief Financial Officer      2021    24,540    -    -    -    -   24,540
                                  
Kuang-Ming (James) Tsai(3),      2020    27,000    -    -    -    -   27,000
Former Chief Executive Officer and Chief Financial Officer      2021    28,200    -    -    -    1,000   29,200
                                  
Jia-Tian (Jeffery) Lin(4),      2020    -    -    -    -    -   -
Chief Executive Officer      2021    4,500    -    -    -    -   4,500

 

(1)Mr. Lin served as our President from March 4, 2020 until August 1, 2021 and as our Chief Executive Officer from March 18, 2020 until August 1, 2021. From April 1, 2020 through June 30, 2020, Mr. Lin received compensation in the amount of $4,000 per month. Effective July 1, 2020, this amount was reduced to $3,000 per month. Of the total amount of $21,000 and $30,000 earned by Mr. Lin through July 31, 2021 as executive compensation, $0 has been paid and all earnings have been converted to shares of our Common Stock. In September 2021, after he ceased serving as our President and Chief Executive Officer, Mr. Lin earned $500 for attending a meeting of the Board of Directors.

(2)From April 1, 2020 through June 30, 2020, Mr. Wang received compensation in the amount of $2,500. Effective July 1, 2020, this amount was reduced to $2,000 per month. Of the total amount of $13,500 earned by Mr. Wang through September 30, 2020 as executive compensation, $2,121 has been paid and $11,379 was accrued. His compensation was increased to $2,300 per month on August 6, 2021. All accrued and unpaid compensation has been converted to shares of our Common Stock.

(3)From October 1, 2019 through March 30, 2020, Mr. Tsai received compensation as our Chief Executive Officer of $3,000 a month. From April 1, 2020 through June 30, 2020, Mr. Tsai received compensation as a consultant in the amount of $500 per month. Effective July 1, 2020, this amount was increased to $2,500 per month. Of the total amount of $63,000 earned by Mr. Tsai from October 1, 2018 through September 30, 2020 in all capacities, $0 has been paid and $63,000 was accrued. Mr. Tsai has converted this entire amount into shares of our Common Stock. From October 1, 2020 to August 6, 2021, Mr. Tsai received compensation of $2,500 per month, and $1,500 from August 6, 2021 until September 30, 2021. Except for $1,000 for attending a meeting of the Board of Directors in September 2021, all other accrued and unpaid balance has been converted to shares of our Common Stock.

(4)Mr. Lin served as our President and Chief Executive Officer from August 1, 2021 until October 29, 2021. From August 1, 2021 through September 30, 2021, Mr. Lin received compensation of $2,500 a month. All accrued and unpaid compensation has been converted to shares of our Common Stock.

 

We have not entered into employment agreements with any of our named executive officers.

 

Our Board of Directors authorized that all accrued and unpaid amounts of compensation, as of March 31, 2019, and thereafter, may be converted, at the option of our directors, and present and certain former executive officers, into shares of our Common Stock, at a rate of $0.05 per share for compensation earned on or before September 30, 2020 and $0.01 per share for compensation earned on and after October 1, 2020.

 

15 

 

 

Certain of our present and former directors and officers elected to convert all of such accrued compensation during fiscal year 2021 into shares of our Common Stock. As a result of these conversions, we issued an aggregate 9,345,889 shares of our Common Stock, as follows:

 

Name  Accrued
Compensation
   Conversion
Rate
   Shares
Issued
 
Jui Pin (John) Lin  $21,000   $0.05    420,000 
Jui Pin (John) Lin  $30,000   $0.01    3,000,000 
Jia-Tian (Jeffery) Lin  $4,500   $0.01    450,000 
Shao-Cheng (Will) Wang  $10,094   $0.05    201,889 
Shao-Cheng (Will) Wang  $24,540   $0.01    2,454,000 
Kuang Ming (James) Tsai  $28,200   $0.01    2,820,000 
Total  $118,334         9,345,889 

 

Effective July 1, 2020, our Board of Directors modified compensation levels for our officers, directors and consultants, as follows:

 

  The monthly salary of the President/Chief Executive Officer is $4,000.

 

  The monthly salary of the Treasurer/Chief Financial Officer/Secretary is $2,500.

 

  The monthly consultancy fee paid to Kuang Ming Tsai is $500.

 

Effective April 1, 2021, our Board of Directors further modified compensation levels for our officers, directors and consultants, as follows:

 

  The monthly salary of the President/Chief Executive Officer remains at $4,000.

 

  The monthly salary of the Treasurer/Chief Financial Officer/Secretary remains at $2,500.

 

  The monthly consultancy fee paid to Kuang Ming Tsai is $2,500.

 

Effective August 6, 2021, our Board of Directors further modified compensation levels for its officers, directors and consultants, as follows:

 

  The monthly salary of the President/Chief Executive Officer is $2,500.

 

  The monthly salary of the Treasurer/Chief Financial Officer/Secretary is $2,300.

 

  The monthly consultancy fee paid to Kuang Ming Tsai is $1,500.

 

  The fee paid to the Chairman of the Board for attending meetings of the Board of Directors is $1,000 per meeting.

 

The fee paid to all other non-employee directors for attending meetings of the Board of Directors is $500 per meeting; employee directors will not be paid a fee for attending Board meetings beyond their officer salary.

 

Outstanding Equity Awards at Fiscal Year-End

 

There are no outstanding equity awards to any of our named executive officers.

 

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company. We have no present intention of adopting any such plans in the foreseeable future.

 

Director Compensation

 

From April 1, 2020, Ching Ming (James) Hsu was paid $100 per meeting attended. Effective August 6, 2021, compensation was changed so that the Chairman will receive $1,000 for each meeting of the Board of Directors they attend and non-officer directors will receive $500 for each meeting of the Board of Director they attend. The Board has authorized accrued and unpaid director fees to be converted into shares of our Common Stock, at a converson price of $0.01 per share, at the option of the director.

 

16 

 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth, as of January 7, 2022, the number of shares of our Common Stock owned of record and beneficially by all directors, executive officers and persons who beneficially own more than 5% of the outstanding shares of Common Stock of the Company. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of Common Stock that they beneficially own.

 

Name and Address  Amount
and Nature of
Beneficial
Ownership
   Percentage  
of Class(1)
 
5% Stockholders        
Hsu, Yu-Pin
4F, No.4, Alley 5, Lane 251,
Chung Hsiao E.R.D., Sec. 3
Taipei
Taiwan (R.O.C.)
   24,000,000    8.0%
Yi Lung (Oliver) Lin
No. 175-1, 4th Floor-1, Nanher Rd.
South Dist.,Taichung City
Taiwan 402 (R.O.C)
   20,752,542(2)   6.9%
Huei Ling Wang
No. 175-1, 4th Floor-1, Nanher Rd.
South Dist.,Taichung City
Taiwan 402 (R.O.C)
   20,752,542(2)   6.9%
           
Directors and Executive Officers:          
Jui Pin (John) Lin
1108 S. Baldwin Avenue, Suite 107
Arcadia, California 91007
   63,470,000(3)   21.2%
Wen-Piao (Jack) Lai
1108 S. Baldwin Avenue, Suite 107
Arcadia, California 91007
   18,110,500(4)   6.0%
Shao-Cheng (Will) Wang
1108 S. Baldwin Avenue, Suite 107
Arcadia, California 91007
   12,655,889    4.2%
Nan-Yao (Jake) Chan
1108 S. Baldwin Avenue, Suite 107
Arcadia, California 91007
   9,000,000(5)   3.0%
Hsin-Ta (Darren) Su
1108 S. Baldwin Avenue, Suite 107
Arcadia, California 91007
   8,806,076    2.9%
Kuang Ming (James) Tsai
1108 S. Baldwin Avenue, Suite 107
Arcadia, California 91007
   5,566,055(6)   1.9%
All Directors and Executive Officers as a group (6 persons)   117,608,520    39.2%

  

(1)Percentages are calculated on the basis of 299,686,921 shares of Common Stock outstanding as of January 7, 2022.

(2)Consists of (i) 8,714,688 shares held by Access Finance and Securities (NZ) Limited, which we believe is controlled by Oliver Lin; (ii) 1,729,765 shares held by Access Management and Consulting, which we believe is controlled by Oliver Lin; (iii) 21,528 shares held by Lin Yi Lung Foundation Charitable Trust, which we believe may be controlled by Oliver Lin; (iv) 9,386,531 shares held by Huei Ling Wang, the wife of Oliver Lin; (v) 900,000 shares held by Beckenburg Boon Kee Lim, a son of Oliver Lin, whom we believe may reside with his parents or act in concert with respect to the ownership of his shares; and (vi) 30 shares held by Benedict Lim Boon Cheong, a son of Oliver Lin, whom we believe may reside with his parents or act in concert with respect to the ownership of his shares.

(3)Consists of (i) 63,420,000 held by Mr. Lin; and (ii) 50,000 shares issuable in the event of the conversion of accrued and unpaid director fees in the amount of $500 through September 30, 2021. Mr. Lin served as President of the Company until August 1, 2021.

(4)Consists of (i) 18,060,500 held by Mr. Lai; and (ii) 50,000 shares issuable in the event of the conversion of accrued and unpaid director fees in the amount of $500 through September 30, 2021.

(5)Consists of 9,000,000 shares owned by the wife of Mr. Chan.

(6)Consists of (i) 5,466,055 held by Mr. Tsai; and (ii) 100,000 shares issuable in the event of the conversion of accrued and unpaid director fees in the amount of $1,000 through September 30, 2021.

 

17 

 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Transactions with John Lin

 

The Company, John Lin and certain other parties, including Oliver Lin, entered into an agreement dated April 18, 2017 (the “April 2017 Agreement”), which provided, among other things, for (i) the resignation of the then-incumbent directors and officers of the Company, including Oliver Lin as the Company’s President, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and a director. and Boon Kee (Beckenburg) Lim, the son of Oliver Lin, as the Company’s Chief Executive Officer; (ii) the investment by John Lin of $300,000 in the form of the purchase of 3,000,000 shares (all share amounts in this section are adjusted to give effect to the Reverse Stock Split) of the Company’s Common Stock (the “Lin Shares”) at a price per share of $0.10; and (iii) the appointment of John Lin to serve as a director of the Company and the Company’s President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer.

 

During the period February to November 2017, which period includes the period during which the April 2017 Agreement was negotiated, drafted, executed and delivered, the Company, under Oliver Lin’s management, conducted an offering in 2017 (the “2017 Offering”), consisting of units of the Company’s Common Stock and attached stock purchase warrants, at a price per unit of $0.01, or one-tenth the price per share paid by John Lin for the Lin Shares pursuant to the April 2017 Agreement. In the 2017 Offering, the Company sold an aggregate 10,635,700 shares of its Common Stock to seven persons, with gross proceeds in the amount of $106,357. Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Recent Sales of Unregistered Securities”.

 

John Lin alleged that he was not informed by Oliver Lin, at the time of negotiating, drafting and entering into the April 2017 Agreement, of the difference between the price per share of the Company’s units being sold in the 2017 Offering and the price per share of the Company’s Common Stock sold to him pursuant to the April 2017 Agreement. The April 2017 Agreement did not disclose the existence or terms of the 2017 Offering. It was John Lin’s position that he should have been offered to purchase the Lin Shares pursuant to the April 2017 Agreement at the same price per share as in the 2017 Offering, which would have equaled 30,000,000 shares for his $300,000 investment.

 

John Lin brought this dispute to the attention of the Company’s newly-elected directors during the spring and summer of 2017. However, because of the then-recent turnover of the Company’s management and its Board of Directors, certain misinformation provided to the newly-elected directors by Oliver Lin’s management and Oliver Lin’s failure to turn over the complete corporate records to the newly-elected directors, the newly-elected directors were uncertain as to the basis for, and validity of, John Lin’s claim during the spring and summer of 2017.

 

With the passage of time, upon careful review of such of the corporate records that now exist in the hands of our current directors and officers, further due diligence, and in consultation with our professional advisors, we came to understand the basis for John Lin’s claim.

 

Pursuant to an agreement dated September 30, 2019 that we entered into with John Lin (the “Lin Settlement Agreement”), we agreed to issue to John Lin the additional 27,000,000 shares of Common Stock that he would have been issued at $0.01 per share, or the same price paid by the purchasers in the 2017 Offering. Of this amount, we issued 18,000,000 shares of Common Stock in October 2019 and issued the remaining 9,000,000 shares in September 2020. As part of the Lin Settlement Agreement, John Lin and we mutually released each other from all claims arising out of this matter.

 

On April 24, 2020, Mr. Lin loaned us the principal amount of $25,000. The April 2020 Loan bore simple interest at a rate of 1% per annum and was payable as to both principal and interest on October 24, 2020. On December 28, 2020, we repaid the principal and accrued interest on the April 2020 Loan, in the aggregate amount of $25,170.

 

On May 18, 2020, Mr. Lin loaned us the additional principal amount of $40,410. The May 2020 Loan bore simple interest at a rate of 4% per annum and was payable as to both principal and interest on November 18, 2020. On December 28, 2020, we repaid the principal and accrued interest on the May 2020 Loan, in the aggregate amount of $41,402.

  

On July 3, 2020, Mr. Lin loaned us the additional principal amount of $20,000. The July 2020 Loan bore simple interest at a rate of 4% per annum and was payable as to both principal and interest on January 3, 2021. On January 5, 2021, we repaid the $20,000 principal amount of the July 2020 Loan, plus accrued interest in the amount of $403, for a total of $20,403.

 

On August 26, 2020, Mr. Lin loaned us the principal amount of $35,000. This loan bore simple interest at a rate of 4% per annum and was payable as to both principal and interest on February 26, 2021. On February 26, 2021, we repaid the $35,000 principal amount of this loan, plus accrued interest in the amount of $706, for a total of $35,706. As of September 30, 2021, all amounts owed to Mr. Lin have been repaid

 

18 

 

 

Conversion of Amounts Owed to Directors and Officers

 

Our Board of Directors has authorized that all accrued and unpaid amounts of compensation, as of March 31, 2019, and thereafter, may be converted, at the option of our directors, and present and certain former executive officers, into shares of our Common Stock, at a rate of $0.05 per share. Certain of our present and former directors and officers elected to convert all of such accrued compensation during fiscal year 2021 into shares of our Common Stock. As a result of these conversions, we issued an aggregate 9,345,889 shares of our Common Stock, as follows:

 

Name  Accrued
Compensation
   Conversion
Rate
   Shares
Issued
 
Jui Pin (John) Lin  $21,000   $0.05    420,000 
Jui Pin (John) Lin  $30,000   $0.01    3,000,000 
Jia-Tian (Jeffery) Lin  $4,500   $0.01    450,000 
Shao-Cheng (Will) Wang  $10,094   $0.05    201,889 
Shao-Cheng (Will) Wang  $24,540   $0.01    2,454,000 
Kuang Ming (James) Tsai  $28,200   $0.01    2,820,000 
Total  $118,334         9,345,889 

 

Our Board of Directors has also agreed that all accrued and unpaid amounts of director fees, as of March 31, 2019, and thereafter until September 30, 2020, may be converted upon the occurrence of certain events, at the option of the director, into shares of our Common Stock, at a rate of $0.05 per share. As of September 30, 2020, Mr. Hsu converted $12,600 of director fees into 252,000 shares of our Common Stock and $30,100 of officer compensation into 602,000 shares of our Common Stock, in addition to the amount shown for Mr. Hsu in the table above. All accrued and unpaid compensation and director’s fees accrued and unpaid after September 30, 2020 may be converted upon approval by the Board of Directors at $0.01 per share.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The following table summarizes the fees charged by DYH & Company (“DYH”) for the services rendered to the company and its subsidiaries in fiscal 2020 and 2021:

 

    Amount Billed and Paid  
Type of Fee   Fiscal Year
2020
    Fiscal Year
2021
 
Audit (1)   $ 28,915     $ 32,842  
Audited Related (2)     3,519       87  
Total   $ 32,434     $ 32,929  

  

(1)Represents aggregate fees charged by DYH for audits of consolidated financial statements for fiscal years ended September 30, 2020, and 2021, and quarterly reviews during fiscal year 2021.

(2)Represents aggregate audits related direct out-of-pock expenses charged by DYH.

 

19 

 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) Documents filed as part of this report:

 

1. Financial Statements

 

The consolidated financial statements contained herein are as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report.

 

2. Financial Statement Schedule

 

The consolidated financial statement schedule contained herein is as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report. All other schedules have been omitted because they are not applicable, not required, or the information is included in the consolidated financial statements or notes thereto.

 

3. Exhibits

 

See Exhibit Index.

 

(b) Exhibits:

 

The following exhibits are attached hereto and incorporated herein by reference.

 

Exhibit No.   Description
3.1(1)   Articles of Incorporation of Genufood Energy Enzymes Corp. dated June 21, 2010
3.2(1)   Certificate of Amendment dated December 10, 2010 to Articles of Incorporation of Genufood Energy Enzymes Corp.
3.3(1)   Certificate of Amendment dated August 1, 2014 to Articles of Incorporation of Genufood Energy Enzymes Corp.
3.4(1)   Certificate of Amendment dated February 24, 2015 to Articles of Incorporation of Genufood Energy Enzymes Corp.
3.5(2)   Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, as filed by Genufood Energy Enzymes Corp. with the Secretary of State of the State of Nevada on June 24, 2020.
3.6(9)   Bylaws of Genufood Energy Enzymes Corp.
4.1*  

Description of Securities

10.1(1)   Amended and Restated Settlement Agreement and Mutual Release made and entered into as of September 30, 2019 by and between Genufood Energy Enzymes Corp. and Jui Pin Lin
10.2(3)   1% Convertible Promissory Note dated April 24, 2020
10.3(4)   4% Convertible Promissory Note dated May 18, 2020
10.4(5)   4% Convertible Promissory Note dated July 3, 2020.
10.5(6)   4% Convertible Promissory Note dated August 26, 2020.
10.6(7)   4% Convertible Promissory Note dated October 9, 2020
10.7(8)   Series C Preferred Shares Subscription Agreement dated September 23, 2020 by and between Hukui Biotechnology Corporation and Genufood Energy Enzymes Corp.
10.8(10)   Stock Purchase Agreement made and entered into as of November 17, 2021, by and among Genufood Energy Enzymes Corp.; Yu-Lin Chen; and Hukui Biotechnology Corporation 
10.9(11)   Agreement dated as of December 17,, 2021 by and between Genufood Energy Enzymes Corp. and Hukui Biotechnology Corporation 
21*   List of subsidiaries
24.1*   Power of Attorney (included after signatures hereto)
31.1*   Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
31.2*   Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
32*   Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

  

20 

 

 

101.INS Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

  

*Filed herewith.

(1) Incorporated by reference from our registration statement on Form 10, filed with the Securities and Exchange Commission on October 25, 2019. 
(2) Incorporated by reference from our Current Report on Form 8-K dated June 23, 2020.
(3) Incorporated by reference from our Current Report on Form 8-K dated April 24, 2020.
(4) Incorporated by reference from our Current Report on Form 8-K dated May 18, 2020.
(5) Incorporated by reference from our Current Report on Form 8-K dated July 3, 2020.
(6) Incorporated by reference from our Current Report on Form 8-K dated August 26, 2020.
(7) Incorporated by reference from our Current Report on Form 8-K dated October 9, 2020.

(8)

(9)

(10)

(11)

Incorporated by reference from our Current Report on Form 8-K dated September 23, 2020.

Incorporated by reference from our Current Report on Form 8-K dated July 7, 2021.

Incorporated by reference from our Current Report on Form 8-K dated November 19, 2021.

Incorporated by reference from our Current Report on Form 8-K dated December 20, 2021.

 

(c) Financial Statement Schedules:

 

Not applicable.

 

ITEM 16. FORM 10-K SUMMARY

 

None.

 

21 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

  GENUFOOD ENERGY ENZYMES CORP.
     
  By: /s/ WEN-PIAO LAI
    Wen-Piao Lai
    President and Chief Executive Officer

 

Date: January 13, 2022

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Wen-Piao Lai and Kuang Ming Tsai, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
     
/s/ Wen-Piao Lai   President, Chief Executive Officer and Director   January 13, 2022
Wen-Piao Lai   (principal executive officer)    
         
/s/ Shao-Cheng Wang   Chief Financial Officer (principal accounting officer)   January 13, 2022
Shao-Cheng Wang        
         
/s/ Kuang Ming Tsai   Chairman of the Board, Director   January 13, 2022
Kuang Ming Tsai        
         
/s/ Jui Pin Lin   Director   January 13, 2022

Jui Pin Lin

 

       
/s/ Hsin-Ta Su   Director   January 13, 2022

Hsin-Ta Su

 

       
/s/ Nan-Yao Chan   Director   January 13, 2022

Nan-Yao Chan

 

       

 

22 

 

 

GENUFOOD ENERGY ENZYMES CORPORATION

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Statement   Page
Consolidated Financial Statements for the Years Ended September 30, 2021 and 2020    
     
Index to Consolidated Financial Statements   F-1
     
Report of Independent Registered Public Accounting Firm   F-2
     
Consolidated Balance Sheets as of September 30, 2021 and 2020   F-4
     
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended September 30, 2021 and 2020   F-5
     
Consolidated Statements of Changes in Shareholders’ Deficiency for the Years Ended September 30, 2021 and 2020   F-6
     
Consolidated Statements of Cash Flows for the Years Ended September 30, 2021 and 2020   F-7
     
Notes to Consolidated Financial Statements for the Years Ended September 30, 2021 and 2020   F-8

 

F-1 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and
Stockholders of Genufood Energy Enzymes Corporation and subsidiary

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Genufood Energy Enzymes Corporation (the “Company”) as of September 30, 2021 and 2020, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficiency), and cash flows for each of the years in the two year periods ended September 30, 2021, and the related notes (collectively the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of September 30, 2021 and 2020, and the results of its consolidated operations and cash flows for each of the years in the two-year period ended September 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has experienced recurring losses, negative cash flows from operations, has limited capital resources, and recognized a significant loss for the year. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee or the Board of Directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

F-2 

 

 

Investment Impairment Assessment

 

As described in Note 4 and Note 12 to the consolidated financial statements, the Company’s investment balance was $350,000 at September 30, 2021, after deduction of a significant impairment to the total original investment cost of $1,400,000 paid for 140,000 shares of the investee’s Series C Preferred Stock initiated in December 2020. Investment is tested for impairment at least annually and the determination of the fair value of the investment requires management to make significant estimates and assumptions related to the performance of the investee, a private entity. As disclosed by management, changes in these assumptions could have a significant impact on the fair value of the reported investment, the amount of any impairment charge, or both.

 

We identified the Company’s assessment of investment impairment as a critical audit matter. Believing that it would not be in the best interests of the Company and its shareholders to register and be regulated as an investment company under the Investment Company Act, the Company sold the entire investment to an individual subsequently in November 2021 and resulted a significant loss. Management determined that the loss should be recognized as an impairment to the investment at September 30, 2021.

 

Our primary audit procedures to address management’s judgment regarding the impairment and this critical audit matter include:

 

 ØReviewing the investment agreement and understanding the primary purpose of investment based on inquiries with management and the Board Chairman.

 

ØConsidering the Company’s internal control over financial reporting.

 

ØDiscussing with the Investee’s President/Chief Executive Officer.

 

ØConsulting with the Company’s legal counsel and evaluating the entire circumstance as well as the options that the Company might have in order to avoid becoming an Investment Company.

 

ØEvaluating the reasonableness of management judgment and the subsequent events.

 

/S/ DYH & Company

 

We have served as the Company’s auditor since 2017.

 

Brea, California

January 13, 2022

 

F-3 

 

 

GENUFOOD ENERGY ENZYMES CORPORATION

CONSOLIDATED BALANCE SHEETS

(US$, except share data and per share data, or otherwise noted)

  

   As of September 30, 
   2021   2020 
ASSETS        
CURRENT ASSETS        
Cash and cash equivalents  $9,271   $18,092 
Prepayment   25,773    
-
 
Total Current Assets   35,044    18,092 
           
Investment   350,000    
-
 
Total Assets  $385,044   $18,092 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)          
CURRENT LIABILITIES          
Accounts payable  $100,746   $129,154 
Accrued expenses   1,590    25,436 
Due to related parties   3,010    96,035 
Note payable – related party   -    120,410 
Total Current Liabilities   105,346    371,035 
           
Commitment and contingencies (Note 11)   26,226    
-
 
           
STOCKHOLDERS’ EQUITY (DEFICIENCY)          
Common stock; $0.001 par value; 10,000,000,000 shares authorized; 299,686,921 and 104,083,120 shares issued and outstanding as of September 30, 2021 and 2020, respectively   299,687    104,083 
Additional paid-in capital   16,911,770    15,134,979 
Discount on common stock   (7,241,581)   (7,241,581)
Accumulated other comprehensive loss   (193,583)   (192,035)
Accumulated deficit   (9,522,821)   (8,158,389)
Total Stockholders’ Equity (Deficiency)   253,472    (352,943)
           
Total Liabilities and Stockholders’ Equity (Deficiency)  $385,044   $18,092 

 

See Accompanying Notes to Consolidated Financial Statements

 

F-4 

 

 

GENUFOOD ENERGY ENZYMES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(US$, except share data and per share data, or otherwise noted)

 

   For the Years Ended September 30, 
   2021   2020 
REVENUE  $
-
   $
-
 
           
OPERATING EXPENSES          
General & administrative expenses   363,637    309,907 
Total operating expenses   363,637    309,907 
           
LOSS FROM OPERATIONS   (363,637)   (309,907)
           
OTHER INCOME (EXPENSE)          
Interest expense   (1,734)   (1,179)
Impairment to investment   (1,050,000)   
-
 
Foreign currency loss   (511)   (23)
Other non-operating income, net   52,250    
-
 
Total other expense   (999,995)   (1,202)
           
Loss before income taxes   (1,363,632)   (311,109)
Provision for income taxes   800    
-
 
           
NET LOSS  $(1,364,432)  $(311,109)
           
OTHER COMPREHENSIVE LOSS          
Foreign currency transaction adjustments   (1,548)   (1,190)
           
COMPREHENSIVE LOSS  $(1,365,980)  $(312,299)
           
BASIC & DILUTED LOSS PER SHARE  $
*
   $
*
 
           
WEIGHTED AVERAGE NUMBER OF ORGINARY SHARES-BASIC & DILUTED   215,264,348    91,530,184 

 

* Less than $0.01 per share

 

See Accompanying Notes to Consolidated Financial Statements

 

F-5 

 

 

GENUFOOD ENERGY ENZYMES CORPORATION

CONSOILDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

FOR THE YEARS ENDED SEPTEMBER 30, 2021 AND 2020

(US$, except share data and per share data, or otherwise noted)

 

   Common Stock   Additional   Discount on           Accumulated
Other
   Total
Stockholder’s
 
   Number of
Shares
   Amount   Paid-in-
Capital
   common
stock
   Shares to
be issued
   Accumulated
Deficit
   Comprehensive
Income (loss)
   Equity
(Deficit)
 
BALANCE AT SEPTEMBER 30, 2019   91,249,120   $91,249   $14,947,113   $(7,241,581)  $9,000   $(7,847,280)  $(190,845)  $(232,344)
                                         
Shares issued for debt repayment   3,834,000    3,834    187,866                        191,700 
                                         
Common stock issued   9,000,000    9,000              (9,000)             
-
 
                                         
Foreign Currency Translation adjustment                                 (1,190)   (1,190)
                                         
Net Loss                            (311,109)        (311,109)
                                         
BALANCE AT SEPTEMBER 30, 2020   104,083,120   $104,083   $15,134,979   $(7,241,581)  $
-
   $(8,158,389)  $(192,035)  $(352,943)
                                         
Shares issued for cash   180,000,000    180,000    1,605,959                        1,785,959 
                                         
Issuance of Common Stock for Debt Conversion – Current and Former Director and Officers   9,345,889    9,346    108,988                        118,334 
                                         
Issuance of Common Stock for Debt Conversion – Current and Former Consultants   3,198,076    3,198    34,306                        37,504 
                                         
Issuance of Common Stock for Debt Conversion   3,059,836    3,060    27,538                        30,598 
                                         
Foreign Currency Translation adjustment                                 (1,548)   (1,548)
                                         
Net Loss                            (1,364,432)        (1,364,432)
                                         
BALANCE AT SEPTEMBER 30, 2021   299,686,921   $299,687   $16,911,770   $(7,241,581)  $
-
   $(9,522,821)  $(193,583)  $253,472 

 

See Accompanying Notes to Consolidated Financial Statements

   

F-6 

 

 

GENUFOOD ENERGY ENZYMES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(US$, except share data and per share data, or otherwise noted)

 

   For the Years Ended
September 30,
 
   2021   2020 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss  $(1,364,432)  $(311,109)
Adjustments to reconcile net loss to net cash used in operating activities          
Impairment to investment   1,050,000    
-
 
Change in operating assets and liabilities          
Prepayment   (25,773)   50 
Accounts payable   (29,015)   (233)
Accrued expenses   

14,256

    11,739 
Due to related parties   

24,150

    75,579 
Commitment and contingencies   26,226    
-
 
Net cash used in operating activities   (304,588)   (223,974)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Payment to purchase Hukui’s stocks   (1,400,000)   
-
 
Net cash used in investing activities   (1,400,000)   
-
 
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from note payable – related party   30,000    120,410 
Repayment to note payable – related party   (120,410)   
-
 
Proceeds from issuance of common stock   1,785,959    
-
 
Net cash provided by financing activities   1,695,549    120,410 
           
EFFECT OF EXCHANGE RATE CHANGES ON CASH   218    (1)
           
NET DECREASE IN CASH AND CASH EQUIVALENTS   (8,821)   (103,565)
           
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD   18,092    121,657 
           
CASH AND CASH EQUIVALENTS - END OF PERIOD  $9,271   $18,092 
           
SUPPLEMENTAL DISCLOSURE          
Cash paid for interest  $2,271   $
-
 
Cash paid for income taxes  $800   $
-
 
           
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:          
Issuance of Common Stock for Debt Conversion – Current and Former Director and Officers  $118,334   $191,700 
Issuance of Common Stock for Debt Conversion – Current and Former Consultants   37,504    
-
 
Issuance of Common Stock for Debt Conversion – Promissory Note   30,000    
-
 
Issuance of Common Stock for Debt Conversion – Promissory Note  Interest   598    
-
 
Total  $186,436   $
-
 

 

See Accompanying Notes to Consolidated Financial Statements

 

F-7 

 

 

GENUFOOD ENERGY ENZYMES CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – GENERAL ORGANIZATION AND BUSINESS

 

Genufood Energy Enzymes Corp., USA (the “Company” or “GEEC”) was incorporated under the laws of the State of Nevada on June 21, 2010. On February 13, 2012 GEEC incorporated a wholly-owned subsidiary company, Genufood Enzymes (S) Pte Ltd (“GESPL”) in Singapore.

 

The Company is currently a shell company.

 

Since its inception, the Company has always been in the development stage and never generated significant revenues. At this time, the Company does not have specific plan to commence any particular new business. The Company’s focus will be to consider either or both of a possible business combination, which may include but not be limited to a reverse merger, with another operating business, or commencing a business of our own.

 

The Company has had made two investments in Hukui Biotechnology Corporation (“Hukui”), by purchasing 80,000 shares of Hukui’s Series C Preferred Stock for $800,000 on December 15, 2020; and purchasing 60,000 shares of Hukui’s Series C Preferred Stock for $600,000 on June 25, 2021. The Company, Yu-Lin Chen, an individual and resident of the Republic of China (the “Purchaser”), and Hukui, entered into a Stock Purchase Agreement dated as of November 17, 2021, pursuant to which we agreed to sell 140,000 shares of Hukui’s Series C Preferred Stock to the Purchaser for $350,000 in cash, or $2.50 per share. The sale of the Hukui Shares closed on November 19, 2021.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The accompanying consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending September 30, 2021. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021.

 

Principle of Consolidation

 

The consolidated financial statements include the accounts of GEEC and its wholly-owned subsidiary GESPL. All significant inter-company accounts and transactions have been eliminated in consolidation. The other wholly-owned subsidiary of the Company did not have accounting activities during the years ended September 30, 2021 and 2020.

  

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with US GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. For the years ended September 30, 2021 and 2020, no significant estimates and assumptions have been made in the consolidated financial statements.

 

Concentrations of Credit Risk

 

Financial instruments that potentially subject the Company to significant concentrations of credit risk consisted primarily of cash, to the extent balances exceeded limits that were insured by the Federal Deposit Insurance Corporation. The Company does not require collateral and maintains reserves for potential credit losses. Such losses have historically been immaterial and have been within management’s expectations.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with original maturities of three months or less when acquired to be cash equivalents. As of September 30, 2021 and 2020, the Company did not have cash equivalents. The Company’s cash was denominated in United States Dollars (“USD”) or New Taiwan Dollars (“TWD”) and was placed with banks in the United States of America and Taiwan.

 

F-8 

 

 

Fair Value of 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 inputs are quoted prices available for identical assets and liabilities in active markets.
     
  Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data.
     
  Level 3 inputs are less observable and reflect our own assumptions.

 

The Company’s financial instruments consist principally of cash and cash equivalents, accounts payable and accrued expenses, due to related parties, and notes payable. The carrying amounts of such financial instruments in the accompanying consolidated balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

 

Foreign Currency Translation and Transactions

 

The reporting and functional currency of GEEC is the USD. The functional currency of GESPL, a wholly owned subsidiary of GEEC, is the Singapore Dollar (“SGD”).

 

For financial reporting purposes, the financial statements of the Company’s Singapore subsidiary, which are prepared using the SGD, are translated into the Company’s reporting currency, USD. Assets and liabilities are translated using the exchange rate on the balance sheet date, which was 0.7368 and 0.7325 as of September 30, 2021 and 2020, respectively. Revenue and expenses are translated using average exchange rates prevailing during each reporting period. The 0.7458 and 0.7228 average exchange rates were used to translate revenues and expenses for the years ended September 30, 2021 and 2020, respectively. Stockholders’ equity (deficiency) is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive loss in stockholders’ equity (deficiency).

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. The resulting exchange difference, presented as foreign currency transaction loss, is included in the accompanying consolidated statements of operations.

 

Business Segments

 

The Company operates in only one segment.

 

Net Loss Per Share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. There were no potential dilutive debt or equity instruments issued and outstanding at any time during the years ended September 30, 2021 and 2020.

 

Discounts on Common Stock

 

Common stock issued lower than the Company’s par value is treated as common stock issued under discounts. The portion of the discount is shown separately as a deduction from the Company’s account of common stock on the Company’s consolidated financial statements.

 

F-9 

 

 

Stock-Based Compensation

 

The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under FASB ASC Topic 718, Compensation – Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the vesting period.

 

The Company also adopted FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees, to account for equity instruments issued to parties other than employees for acquiring goods or services. Such awards for services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable.

 

During the year ended September 30, 2020 the Company issued 3,834,000 shares of its Common Stock to certain current and former directors upon conversion of accrued and unpaid compensation into shares of the Company’s Common Stock.

 

During the year ended September 30, 2021 the Company issued 12,543,965 shares of its Common Stock to certain current and former directors upon conversion of accrued and unpaid compensation into shares of the Company’s Common Stock.

 

Income Taxes

 

Income taxes are accounted for under the asset and liability 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 bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The 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. A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized. 

 

The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry.

 

The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense.

 

There were no current and deferred income tax provision recorded for the years ended September 30, 2021 and 2020 since the Company is in developing stage and did not generate any revenues in the two fiscal periods. 

 

F-10 

 

 

Recent Accounting Pronouncements

 

The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs” or “ASU”) on the Company’s consolidated financial statements. Updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations. Recently issued ASUs that the Company feels may be applicable to the Company are as follows:

 

In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The subtitle is Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This Accounting Standard Update (“ASU”) addresses complex financial instruments that have characteristics of both debt and equity. The application of this ASU would reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models would result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. To date, no such bifurcation has been necessary. Management is evaluating the potential impact. This ASU becomes effective for fiscal years beginning after December 15, 2023.

 

In March 2020, the FASB issued Accounting Standards Update No. 2020-03, Codification Improvements to Financial Instruments. There are seven issues addressed in this update. Issues 1 through 5 were clarifications and codifications of previous updates. Issue 3 relates only to depository and lending institutions and therefore would not be applicable to the Company. Issue 6 was a clarification on determining the contractual term of a net investment in a lease for purposes of measuring expected credit losses, an issue not applicable to the Company. Issue 7 relates to the regaining control of financial assets sold and the recordation of an allowance for credit losses. The amendment related to issues 1, 2, 4 and 5 become effective immediately upon adoption of the update. Issue 3 becomes effective for fiscal years beginning after December 15, 2019. Issues 6 and 7 become effective on varying dates that relate to the dates of adoption other updates. Management’s initial analysis is that it does not believe the new guidance will substantially impact the Company’s financial statements.

 

NOTE 3 – GOING CONCERN

 

As of September 30, 2021 and 2020, the Company had an accumulated deficit of $9,522,821 and $8,158,389, respectively. To date, the Company’s cash flow requirements have been primarily met through proceeds received from sales of Common Stock. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

 

The Company sold 140,000 shares of Series C Preferred Stock of Hukui Bitoechnology Corporation (“Hukui”) for $350,000 cash on November 19, 2021. The proceeds will be used for operation expenses. The management does believe that these funds are sufficient to fund the Company’s expenses for at least the next 12 months.

 

F-11 

 

 

NOTE 4 – INVESTMENT

 

Pursuant to that certain Series C Preferred Shares Subscription Agreement dated September 23, 2020 between the Company and Hukui(the “Hukui Agreement”), the Company has agreed to purchase an aggregate 200,000 Series C Preferred Shares, at $10.00 per share, for an aggregate investment of $2,000,000, in a series of three closings from December 15, 2020 through June 30, 2022. On December 15, 2020, the Company purchased 80,000 shares of Series C Preferred Stock at $10.00 per share, for a total purchase price of $800,000; and on June 25, 2021, the Company purchased an additional 60,000 shares of Series C Preferred Stock at $10.00 per share, for a total purchase price of $600,000. The total $1,400,000 investment consists of less than 20% of Hukui’s total equity with no significant control over Hukui. The investment is recorded at cost.

 

On November 17, 2021, the Company entered into a stock purchase agreement to sell all 140,000 shares of Hukui’s Series C Preferred Stock at $2.50 per share for a total of $350,000, The sale was completed on November 19, 2021, , resulting in loss of $1,050,000. The Company recognized impairment loss of the market value of the shares of $1,050,000 for the year ended September 30, 2021.

 

NOTE 5 – NOTES PAYABLE – RELATED PARTY

 

In April, May, July and August 2020, the Company’s former President and Chief Executive Officer, Jui Pin Lin, made loans to the Company primarily to pay the Company’s expenses. The promissory notes the Company issued to evidence these loans are due as to both principal and simple interest in six months from their respective issuance dates.

 

Note date  Amount   Interest rate
(per annum)
   Maturity date  Balance As of
September 30,
2021
   Balance As of
September 30,
2020
 
April 24, 2020  $25,000    1%  October 24, 2020  $
-
   $25,000 
May 18, 2020  $40,410    4%  November 18, 2020  $
-
   $40,410 
July 3, 2020  $20,000    4%  January 3, 2021  $
-
   $20,000 
August 26, 2020  $35,000    4%  February 26, 2021  $
-
   $35,000 

 

On December 28, 2020, the Company repaid Mr. Lin $65,410 principal amount of a loan due and payable plus accrued interest in the amount of $1,162, for a total of $66,572. On January 5, 2021, the Company repaid Mr. Lin $20,000 principal amount of a loan due and payable plus accrued interest in the amount of $403, for a total of $20,403. On February 26, 2021, the Company repaid Mr. Lin $35,000 principal amount of a loan due and payable plus accrued interest in the amount of $706, for a total of $35,706. As of September 30, 2021, the Company does not owe Mr. Lin any amount with respect to these loans.

 

Interest expense incurred from the notes for the year ended September 30, 2021 amounted to $1,235.

 

NOTE 6 – NOTES PAYABLE

 

On October 9, 2020, a shareholder loaned the Company the principal amount of $30,000 (the “October 2020 Loan”), primarily to pay the Company’s expenses. The October 2020 Loan bore simple interest at a rate of 4% per annum, and lesser of 10% or maximum rate allowed by usury or other similar law after maturity date, and was payable as to both principal and interest on April 9, 2021 (the “Maturity Date”).

 

The holder of the promissory note (the “October 2020 Note”) evidencing the October 2020 Loan, had the right, at her sole option, to convert (a “Voluntary Conversion”) the outstanding principal and accrued and unpaid interested on the October 2020 Note into shares of the Company’s Common Stock at a rate of $0.01 per share.

 

Interest expense incurred from the notes for the year ended September 30, 2021 amounted to $598.

 

On the Maturity Date, the holder of the October 2020 Note converted the outstanding principal, together with accrued and unpaid interest, into 3,059,836 shares of the Company’s Common Stock, at a rate of $0.01 per share.

 

NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

The Company is authorized under its articles of incorporation, as amended, to issue 10,000,000,000 shares of Common Stock, par value $0.001 per share.

 

Issuance of Common Stock

 

During the year ended September 30, 2020 the Company issued 3,834,000 shares of Common Stock to related parties to repay unpaid compensation and 9,000,000 shares of Common Stock to Jui Pin (John) Lin, the former President and Chief Executive Officer, for stock previous not issued due to limited number of authorized shares. 

 

On December 15, 2020, the Company completed a private offering of its Common Stock. The Company sold 107,000,000 shares of its Common Stock to 34 individuals at a purchase price of $0.01 per share (the “Fall 2020 Offering”), for gross proceeds of $1,070,000, before allocating certain expenses associated with the offering in the amount of $5,852 as adjusted paid-in capital.

 

F-12 

 

 

Effective March 31, 2021, the Company issued an aggregate 6,399,965 shares of its Common Stock to certain of its directors, officers, employees and a consultant, who converted accrued and unpaid compensation in the aggregate amount of $94,398. Of this amount, (i) $37,998 was with respect to amounts accrued during fiscal year 2020 and was converted at a rate of $0.05 per share into an aggregate 759,965 shares of its Common Stock; and (ii) $56,400 was with respect to amount accrued during fiscal year 2021 through March 31, 2021 and was converted at a rate of $0.01 per share into an aggregate 5,640,000 shares of its Common Stock.

 

On April 9, 2021, the Company issued 3,059,836 shares of its Common Stock to repay the outstanding principal of $30,000 and accrued and unpaid interest of $598 on the October 2020 Note.

 

On June 15, 2021, the Company sold and issued 63,000,000 shares of Common Stock to 18 individuals, at purchase price of $0.01 per share, from a private offering of its Common Stock (the “Spring 2021 Offering”). The gross proceeds were $630,000, before allocating certain expenses associated with the offering in the amount of $7,230 as adjusted paid-in capital.  

 

On July 15, 2021, the Company completed the Spring 2021 Offering of its Common Stock, on which date it sold and issued additional 10,000,000 shares of its Common Stock to five individuals at a purchase price of $0.01 per share, for gross proceeds of $100,000, before allocating certain expenses associated with the offering in the amount of $959 as adjusted paid-in capital.

  

Effective September 30, 2021, the Company issued an aggregate 6,144,000 shares of its Common Stock to certain of its directors, officers, employees and a consultant, who converted accrued and unpaid compensation in the aggregate amount of $61,440.

 

Certain Effects of the Reverse Stock Split

 

On June 23, 2020, the Company’s Board of Directors approved a reverse stock split of the Company’s Common Stock, at a ratio of 1-for-100 (the “Reverse Stock Split”). The Reverse Stock Split became effective with the Secretary of State of the State of Nevada at 9:00 a.m. on July 6, 2020 (the “Effective Date”), and on July 23, 2020 with the Financial Industry Regulatory Authority and in the marketplace.

 

The aggregate par value of the outstanding Common Stock was reduced, while the aggregate capital in excess of par value attributable to the outstanding Common Stock for statutory and accounting purposes was correspondingly increased. The Reverse Stock Split will not affect the Company’s total stockholders’ equity. All share and per share information will be retroactively adjusted following the Effective Date to reflect the Reverse Stock Split for all periods presented in future filings. 

 

On the Effective Date, the total number of shares of the Company’s Common Stock held by each shareholder were converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) 100.

 

No fractional shares were issued in connection with the Reverse Stock Split, and no cash or other consideration was be paid. Instead, the Company issued one whole share of the post-Reverse Stock Split Common Stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. The Company is currently authorized to issue 10,000,000,000 shares of Common Stock. As a result of the Reverse Stock Split, the total number of authorized shares did not change.

 

The Reverse Stock Split did not have any effect on the stated par value of the Company’s Common Stock. The rights and privileges of the holders of shares of Common Stock will be unaffected by the Reverse Stock Split. All options, warrants and convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be appropriately adjusted by dividing the number of shares of Common Stock into which the options, warrants and convertible securities are exercisable or convertible by 100 and multiplying the exercise or conversion price thereof by 100.

 

F-13 

 

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

Related Parties

 

Name of related parties   Relationship with the Company
Yi Lung (Oliver) Lin   Principal shareholder
Jui Pin (John) Lin   Principal shareholder, Former President and Chief Executive Officer
Jia Tian (Jeffery) Lin   Chief Executive Officer
Shao-Cheng (Will) Wang   Chief Financial Officer
Kuang Ming (James) Tsai   Director
Ching Ming (James) Hsu   Director
Wen-Piao (Jack) Lai   Director
Hui-Chuan (Sandra) Lin   Assistant to the former President and CEO, Jui Pin Lin (daughter of Jui Pin Lin)

 

Due to related party balance

 

The Company’s related party balances are as follows:

 

   September 30,
2021
   September 30,
2020
 
Access Management Consulting and Marketing Pte Ltd. (“AMCM”)  $
-
   $63,656 
Kuang Ming (James) Tsai   1,000    
-
 
Jui Pin (John) Lin   1,510    21,000 
Shao-Cheng (Will) Wang   
-
    11,379 
Wen-Piao (Jack) Lai   500    
-
 
Total  $3,010   $96,035 

 

The balance due to AMCM was written off due to the continuing failure of AMCM to respond to inquiries from the Company regarding this amount, which originally dates from 2015.  

 

The balances due to Kuang Ming (James) Tsai, Jui Pin (John) Lin, and Wen-Piao (Jack) Lai were related to unpaid compensation for attending directors’ meeting and unpaid reimbursement of legal fee for a Taiwanese lawyer paid by Jui Pin (John) Lin.

 

The related party balances are unsecured, interest-free and due on demand.

 

NOTE 9 – STOCK-BASED COMPENSATION

 

The Company’s Board of Directors has previously authorized unpaid officer salaries and director fees to be settled, at the option of the individual, by conversion of such amounts into shares of the Company’s Common Stock at a price of $0.05 per share. As a result, $27,000, $12,000, and $4,200 were converted into 540,000240,000, and 84,000 shares, respectively, as compensation for services performed for the year ended September 30, 2020 by Kuang Ming Tsai, Yi Ling Chen and Ching Ming Hsu, respectively.

 

Effective March 31, 2021, the Company issued an aggregate 6,399,965 shares of its Common Stock to certain of its directors, current and former officers, employees and a consultant, who converted accrued and unpaid compensation in the aggregate amount of $94,398. Of this amount, (i) $37,998 was with respect to amounts accrued during fiscal year 2020 and was converted at a rate of $0.05 per share into an aggregate 759,965 shares of its Common Stock; and (ii) $56,400 was with respect to amount accrued during fiscal year 2021 through March 31, 2021 and was converted at a rate of $0.01 per share into an aggregate 5,640,000 shares of its Common Stock.

 

Effective September 30, 2021, the Company issued an aggregate 6,144,000 shares of its Common Stock to certain of its directors, current and former officers, employees and a consultant, who converted accrued and unpaid compensation in the aggregate amount of $61,440 at a rate of $0.01 per share of its Common Stock.

 

The expenses have been reflected in the accompanying consolidated financial statements.

 

F-14 

 

 

NOTE 10 – INCOME TAXES

 

The Company has not generated any revenue from any source in the United States and had consolidated net loss for all the years since inception in 2010. Management believes GEEC does not have any U.S. income tax liability due. However, even though the Company does not have U.S. income tax liability, it may be required to file Form 5471 each year with the Internal Revenue Service (the “IRS”) of Department of Treasury. GEEC falls in the Category Five Filer (as a domestic corporation). The Company used to have subsidiaries: GEECIS in Sri Lanka that was established in May 2011, GESPL in Singapore that was established in February 2012, and GESTL in Thailand that was established in December 2014. The subsidiaries in Sri Lanka and Thailand were disposed in 2014 and 2016, respectively, and the Singapore subsidiary has been inactive since 2016.

 

Internal Revenue Code (“IRC”) Section 6038(a) requires information reporting with respect to certain foreign corporations (Form 5471) and describes the information required to be reported on this form. IRC Section 6038(b)(1) provides for a monetary penalty of $10,000 for each Form 5471 that is filed after the due date of the income tax return (including extensions) or does not include the complete and accurate information described in Section 6038(a). According to IRS rules, a penalty may apply to each Form 5471 which is filed after the due date of the income tax return. The penalty will be applied whether or not any tax is due on Form 1120.

 

The Company believes that based on the current information available, it is difficult to determine whether it is probable that the Company will be charged penalties by IRS for the late filing of Form 5471 and even if it will be, it is difficult to reasonably estimate the amount of penalties that may be assessed.

 

During the fiscal year ended September 30, 2021, the Company received a $25,000 penalty from the Internal Revenue Service (the “IRS”) for failure to file Form 5472, Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business, for the year ended September 30, 2020. The Company is currently seeking forgiveness of the penalty and interest thereon in the amount of $1,226, for a total of $26,226, which was still pending as of September 30, 2021.

 

NOTE 11 – COMMITMENTS AND CONTIGINCIES

 

Operating lease commitments

 

The Company terminated its previous virtual office agreement in Los Angeles, California and has established a new virtual office in Arcadia, California. The new arrangement is on a month-to-month basis at a cost of $200 per month. As of September 30, 2021, the Company has no material commitments under operating leases.

 

NOTE 12 – SUBSEQUENT EVENTS

 

On October 29, 2021, Jia-Tian (Jeffery) Lin resigned as a director and as President and Chief Executive Officer of the Company. On the same date, Shao-Cheng (Will) Wang resigned as a director of the Company, but will continue to serve as the Chief Financial Officer and Secretary of the Company.

 

On October 29, 2021, the Board of Directors of the Company appointed Hsin-Ta (Darren) Su and Nan-Yao (Jake) Chan to fill the vacancies on the Board of Directors created by the resignations of Messrs. Lin and Wang. Messrs. Su and Chan will serve as directors until the next annual meeting of stockholders and their successors have been elected and qualified. On the same date, the Board of Directors appointed Wen-Piao (Jack) Lai to serve as President and Chief Executive Officer of the Company following the resignation of Mr. Lin. Mr. Lai also serves as a director of the Company.

 

The Company, an individual and resident of the Republic of China (the “Purchaser”), and Hukui, entered into a Stock Purchase Agreement dated as of November 17, 2021, pursuant to which we agreed to sell 140,000 shares of Hukui’s Series C Preferred Stock to the Purchaser for $350,000 in cash, or $2.50 per share. The sale of the Hukui Shares closed on November 19, 2021.

 

On December 17, 2021, Hukui and the Company entered into an Agreement, pursuant to which the Company’s obligation to make the Third Tranche Investment in Hukui was terminated and the Hukui Agreement was terminated.

 

 

F-15

 

 

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