UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

þFORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

 

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OFFOR THE EXCHANGE ACTQUARTERLY PERIOD ENDED JUNE 30, 2020

 

For the transition period from _________ to _________

Commission File Number: 333-171784Number 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.)

Two Allen Center

1200 Smith Street, Suite 1600

Houston, Texas

77002

(Address of principal executive offices)

(Zip Code)


(713) 353-8834Nevada

(Registrant’s telephoneState or other jurisdiction of incorporation or organization)

1108 S. Balwain Avenue, Suite 107

Arcadia, California 91007

(Address of principal executive offices, including zip code.)

(855) 707-2077

(Telephone number, including area code)

 

Indicate by check markCheck whether the registrantissuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was requirerequired to file such reports), and (2) has been subject to such filing requirements for the pastlast 90 days. Yes   þ   No oYES ☒ NO ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). YES ☐ NO ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of large accelerated filer, accelerated filer and 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 filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company☒ 

Large accelerated filer o      Accelerated filer o     Non-accelerated filer oSmaller reportingIf an emerging growth company, þindicate 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes YES ☒ NO ☐

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

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 91,249,120 shares (adjusted for a 1-for-100 reverse stock split) as of August 13, 2020

oNoþGENUFOOD ENERGY ENZYMES CORP.

 

APPLICABLE ONLY TO CORPORATE ISSUERSFORM 10-Q FOR THE THREE- AND NINE-MONTH PERIODS ENDED JUNE 30, 2020

 

As of August 19, 2014 the registrant had 429,186,859 shares of common stock outstanding.TABLE OF CONTENTS

 

Table of Contents

PART I - FINANCIAL INFORMATION


ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS.

ITEM 4.  CONTROL AND PROCEDURES

ITEM 4T.  CONTROL AND PROCEDURES.



PART II – OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

ITEM 5.  OTHER INFORMATION.

ITEM 6.  EXHIBITS.







2             







PART I - FINANCIAL INFORMATION


Genufood Energy Enzymes Corp.

(A Development Stage Company)


June 30, 2014


Index

Consolidated Balance Sheets (Unaudited)

F-1

Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited)

F-2

Consolidated Statement of Stockholders’ Equity (Deficit) (Unaudited)

F-3

Consolidated Statements of Cash Flows (Unaudited)

F-4

Notes to the Unaudited Consolidated Financial Statements

F-5


Page

3             




GENUFOOD ENERGY ENZYMES CORP

(A Development Stage Company)

UNAUDITED CONSOLIDATED BALANCE SHEETS

 

 

 

June 30, 2014

 

 

September 30, 2013

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

    Cash

$

366,082

 

$

870,646

    Prepaid expenses

 

-

 

 

40,390

    Tax receivable

 

5,761

 

 

3,763

    Accounts Receivable

 

-

 

 

52

    Accounts Receivable – related party

 

30,187

 

 

-

    Other receivable

 

8

 

 

102

    Other receivable – related party

 

-

 

 

1,652

    Inventory

 

260,556

 

 

110,894

Total current assets

 

662,594

 

 

1,027,499

 

 

 

 

 

 

Property, Plant and Equipment, net of accumulated depreciation

 

62,439

 

 

90,165

Intangibles and other assets

 

 

 

 

 

    Trademarks, net of accumulated amortization

 

31,033

 

 

30,486

    Security deposit asset

 

50,619

 

 

47,578

Total intangibles and other assets

 

81,652

 

 

78,064

 

 

 

 

 

 

Total assets

$

806,685

 

$

1,195,728

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

    Accounts payables

$

103,207

 

$

101,147

    Accounts payable to related party

 

248,692

 

 

142,843

    Convertible note payable, net of debt discount of $101,24 0 and $0, respectively

 

609

 

 

-

    Derivatives liabilities

 

111,145

 

 

-

    Other payables

 

36,096

 

 

-

    Accrued expenses

 

4,663

 

 

8,038

Total current liabilities

 

504,412

 

 

252,028

 

 

 

 

 

 

Total liabilities

 

504,412

 

 

252,028

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

Common Stock, $0.001 par, 500,000,000 shares authorized. 401,441,972 shares issued and outstanding at June 30, 2014 and 394,245,972 at September 30, 2013

 

401,441

 

 

394,246

    Additional paid in capital

 

4,610,553

 

 

3,711,931

    Subscription receivable

 

-

 

 

(500,000)

    Deficit accumulated during development stage

 

(4,724,750)

 

 

(2,654,340)

    Accumulated other comprehensive income / (loss)

 

15,029

 

 

(8,137)

Total stockholders' equity

 

302,273

 

 

943,700

 

 

 

 

 

 

Total liabilities and stockholders' equity

$

806,685

 

$

1,195,728





The accompanying notes are an integral part of these condensed consolidated financial statements

F-1             

Number
 




GENUFOOD ENERGY ENZYMES CORP.

PART I. FINANCIAL INFORMATION

(A Development Stage Company)

ITEM 1.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS1

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) AS OF JUNE 30, 2020 AND SEPTEMBER 30, 20191
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS (UNAUDITED) FOR THE THREE- AND NINE-MONTH PERIODS ENDED JUNE 30, 2020 AND JUNE 30, 2019

(Unaudited) 


 



 

 

 

 



Three Months ended June 30, 2014

 



 





Three Months ended June 30, 2013



 

Nine Months Ended June 30, 2014

 

Nine Months Ended June 30, 2013

 

June 21, 2010 (Inception) through June 30, 2014

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

$

 

8,734

 

 

 

 

107,686

 

 

34,784

 

119,987

 

69,652

 

Related party revenue

 

 

 

 

 

16,913

 

 

 

 

-

 

 

105,735

 

1,653

 

293,662

 

Total revenue

 

 

 

 

 

25,647

 

 

 

 

107,686

 

 

140,519

 

121,640

 

363,314

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product costs

 

 

 

 

 

18,024

 

 

 

 

57,728

 

 

72,582

 

65,302

 

206,785

 

Total cost of goods sold

 

 

 

 

 

18,024

 

 

 

 

57,728

 

 

72,582

 

65,302

 

206,785

 

Gross margin

 

 

 

 

 

7,623

 

 

 

 

49,958

 

 

67,937

 

56,338

 

156,529

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising & business promotion

 

 

 

 

 

54,312

 

 

 

 

7,257

 

 

264,878

 

206,424

 

583,420

 

Rent expense

 

 

 

 

 

59,062

 

 

 

 

19,032

 

 

167,314

 

42,021

 

330,214

 

Professional fees

 

 

 

 

 

46,698

 

 

 

 

145,052

 

 

1,151,691

 

399,289

 

2,540,194

 

General & administrative expenses

 

 

 

 

 

253,322

 

 

 

 

54,215

 

 

567,111

 

245,164

 

1,439,900

 

Total operating expenses

 

 

 

 

 

413,394

 

 

 

 

225,556

 

 

2,150,994

 

892,898

 

4,893,728

 

Total operating loss

 

 

 

 

 

(405,771)

 

 

 

 

(175,598)

 

 

(2,083,056)

 

(836,560)

 

(4,737,198)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income / (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

153

 

 

 

 

249

 

 

604

 

1,011

 

3,654

 

Interest expense

 

 

 

 

 

(7,868)

 

 

 

 

-

 

 

(4,384)

 

-

 

(4,384)

 

Miscellaneous income

 

 

 

 

 

58,487

 

 

 

 

2,628

 

 

58,488

 

2,398

 

58,488

 

Amortization of debt discount

 

 

 

 

 

-

 

 

 

 

-

 

 

(23,760)

 

-

 

(23,760)

 

Gain/(loss) on derivative liabilities

 

 

 

 

 

(12,557)

 

 

 

 

-

 

 

(12,557)

 

-

 

(12,557)

 

Foreign currency exchange gain/(loss)

 

 

 

 

 

(404)

 

 

 

 

5

 

 

(5,744)

 

4,386

 

(8,992)

 

Net loss

 

 

 

 

 

(367,960)

 

 

 

 

(172,716)

 

 

(2,070,410)

 

(828,765)

 

(4,724,750)

 

Foreign currency translation adjustment

 

 

 

 

 

1,268

 

 

 

 

(9,512)

 

 

23,166

 

(20,481)

 

15,029

 

Comprehensive loss

 

 

 

 

 

(366,692)

 

 

 

 

(182,228)

 

 

(2,047,224)

 

(849,246)

 

(4,709,721)

 

Weighted average number of common shares outstanding-basic and diluted

 

 

 

 

 

400,008,210

 

 

 

 

393,65 8,747

 

 

396,313,238

 

393,425,230

 


 

Net loss per share-basic and diluted

 

 

 

 

$

(0.00)

 

 

$

 

(0.00)

 

$

(0.0 1 )

$

     (0.00)

 

 

 



The accompanying notes are an integral part of these consolidated financial statements



F-2             

2
 


GENUFOOD ENERGY ENZYMES CORP

(Development Stage Company)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Nine Months Ended June 30, 2014

 

Nine Months Ended June 30, 2013

 

From June 21, 2010 (Inception) through June 30, 2014

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

$

(2,070,410)

 

(828,765)

 

(4,724,750)

Adjustments to reconcile net loss to net cash:

 

 

 

 

 

 

    Depreciation

 

30,772

 

2,660

 

                 44,093

    Amortization - trademarks

 

1,448

 

2,236

 

                   6,907

    Amortization of debt discount

 

23,760

 

-

 

                 23,760

    Change in fair value of derivatives

 

(32,842)

 

-

 

               (32,842)

    Loss on derivatives

 

45,399

 

-

 

                 45,399

    Stock compensation to distributors

 

-

 

-

 

               274,705

Change in operating assets and liabilities:

 

 

 

 

 

                             

    Prepaid expenses

 

39,945

 

(78,708)

 

                 (4,915)

    Inventory

 

(128,848)

 

(104,088)

 

             (235,797)

    Tax receivables

 

3,763

 

9,415

 

                 10,582

    Accounts receivable

 

52

 

 

 

                          -   

    Accounts receivable – related party

 

(30,025)

 

 

 

               (30,025)

    Other receivables

 

538

 

(32)

 

                     (156)

    Other receivables – related party

 

1,651

 

(3,742)

 

                     (271)

    Other assets

 

(8,513)

 

(13,580)

 

             (66,782)

    Accounts payable

 

31,621

 

24,456

 

               130,600

    Accounts payable to related party

 

754,529

 

(10,314)

 

               900,239

    Accrued expenses

 

10,089

 

(30,250)

 

               (21,486)

 

 

 

 

 

 

 

Net cash used in operating activities

 

(1,327,071)

 

(1,030,712)

 

(3,680,739)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Purchase of computer equipment & software, furniture and leasehold improvement

 

(2,807)

 

(6,616)

 

             (108,280)

Cash received for sale of fixed assets

 

-

 

1,000

 

                   1,000

Cash paid for trademark registration

 

(1,995)

 

(4,762)

 

               (37,940)

Net cash used in investing activities

 

(4,802)

 

(10,378)

 

(145,220)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from sale of common shares

 

200,000

 

625,368

 

2,135,700

Proceeds from sale of common shares  to founders

 

-

 

-

 

58,000

Cash paid for offering costs

 

-

 

(37,122)

 

(523,141)

Borrowing on debt

 

125,000

 

-

 

125,000

Capital contribution by shareholders

 

-

 

-

 

289,605

Proceeds collected from subscription receivable

 

500,000

 

-

 

2,111,300

Net cash provided by financing activities

 

825,000

 

588,246

 

4,196,464

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

2,309

 

(16,231)

 

(4,423)

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

(504,564)

 

(469,075)

 

366,082

CASH AT THE BEGINNING PERIOD

 

870,646

 

1,166,927

 

-

CASH AT THE END OF THE PERIOD

$

366,082

 

697,852

 

366,082

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

Non-cash financing activities:

 

 

 

 

 

 

Cash owed for offering costs to related party

$

 

 

6,020

 

 

Cash owed for offering costs

$

 

 

-

 

 

Shares issued for offering costs

$

 

 

937

 

 

Accounts payable owed to related party – converted to shares

$

651,537

 

-

 

651,537

Note payables – converted to shares

$

27,868

 

-

 

27,868

Derivative liabilities

$

111,145

 

-

 

111,145

Issuance of stock payable

$

 

 

-

 

 

Debt discount derivatives

$

125,000

 

-

 

125,000

Subscription receivable for shares issued

$

 

 

-

 

 

Change in net assets due to foreign currency translation

$

 

 

-

 

 



The accompanying notes are an integral part of these condensed consolidated financial statements


F-3             

CONDENSED CONSOILDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY (UNAUDITED) FOR THE THREE- AND NINE-MONTH PERIODS ENDED JUNE 30, 2020 AND JUNE 30, 2019
3
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE-MONTH PERIODS ENDED JUNE 30, 2020 AND JUNE 30, 20194
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)5
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS13
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK22
ITEM 4.CONTROLS AND PROCEDURES22
PART II. OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS24
ITEM 1A. RISK FACTORS24
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS24
ITEM 3.DEFAULTS UPON SENIOR SECURITIES24
ITEM 4.MINE SAFETY DISCLOSURES24
ITEM 5.OTHER INFORMATION24
ITEM 6.EXHIBITS24


i

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GENUFOOD ENERGY ENZYMES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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

  As of
June 30,
  As of
September 30,
 
  2020  2019 
ASSETS (Unaudited)  (Restated) 
CURRENT ASSETS      
Cash and cash equivalents $23,552  $121,657 
Other current assets  -   50 
Total Current Assets  23,552   121,707 
Total Assets $23,552  $121,707 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY        
         
CURRENT LIABILITIES        
Accounts payable $128,456  $128,971 
Accrued expenses  32,089   13,697 
Due to related parties  264,568   211,383 
Notes payable to related parties  65,410   - 
Total Current Liabilities  490,523   354,051 
         
STOCKHOLDERS’ DEFICIENCY        
Common stock; $0.001 par value; 10,000,000,000 shares authorized; 91,249,120 shares issued and outstanding as of June 30, 2020 and September 30, 2019  91,249   91,249 
Additional paid-in capital  14,947,113   14,947,113 
Discount on common stock  (7,241,581)  (7,241,581)
Shares to be issued  9,000   9,000 
Accumulated other comprehensive loss  (190,039)  (190,845)
Accumulated deficit  (8,082,713)  (7,847,280)
Total Stockholders’ Deficiency  (466,971)  (232,344)
         
Total Liabilities and Stockholders’ Deficiency $23,552  $121,707 

See Accompanying Notes to Condensed Consolidated Financial Statements.

1

GENUFOOD ENERGY ENZYMES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

  For the three months ended  For the nine months ended 
  June 30,  June 30, 
  2020  2019  2020  2019 
  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited) 
REVENUE $-  $-  $-  $- 
                 
OPERATING EXPENSES                
General & administrative expenses  80,229   72,501   235,043   221,372 
Total operating expenses  80,229   72,501   235,043   221,372 
                 
LOSS FROM OPERATIONS  (80,229)  (72,501)  (235,043)  (221,372)
                 
OTHER INCOME (EXPENSE)                
Interest income  -   2   3   6 
Interest expense  (236)  -   (236)  - 
Foreign currency loss  (69)  (171)  (157)  (197)
Other non-operating income, net  -   -   -   123 
Total other income (expense)  (305)  (169)  (390)  68 
                 
Loss before income taxes  (80,534)  (72,670)  (235,433)  (221,440)
Provision for income taxes  -   -   -   - 
                 
NET LOSS $(80,534) $(72,670) $(235,433) $(221,440)
                 
OTHER COMPREHENSIVE LOSS                
                 
Foreign currency transaction adjustments  (1,895)  (125)  806   (1,115)
COMPREHENSIVE LOSS $(82,429) $(72,795) $(234,627) $(222,555)
                 
BASIC & DILUTED LOSS PER SHARE $*  $*  $*  $* 
                 
WEIGHTED AVERAGE NUMBER OF ORGINARY SHARES-BASIC & DILUTED  91,249,120   69,157,299   91,249,120   69,157,299 

*Less than $0.01 per share

See Accompanying Notes to Condensed Consolidated Financial Statements

2

GENUFOOD ENERGY ENZYMES CORPORATION

CONDENSED CONSOILDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

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

For the Three And Nine Months Ended June 30, 2020 And 2019

  Common Stock  Additional  Discount on  Shares     Accumulated
Other
  Total
Stockholder’s
 
  Number of Shares  Amount  Paid-in- Capital  common stock  to be
issued
  Accumulated
Deficit
  Comprehensive
Income (loss)
  Equity (Deficit) 
MARCH 31, 2020 (Unaudited) (Restated)  91,249,120  $91,249  $14,947,113  $(7,241,581) $9,000  $(8,002,179) $(188,144) $(384,542)
Foreign Currency Translation adjustment                          (1,895)  (1,895)
Net Loss                      (80,534)      (80,534)
JUNE 30, 2020 (Unaudited)  91,249,120  $91,249  $14,947,113  $(7,241,581) $9,000  $(8,082,713) $(190,039) $(466,971)

  Common Stock  Additional  Discount on  Shares    Accumulated
Other
  Total
Stockholder’s
 
  Number of Shares  Amount  Paid-in- Capital  common stock  to be
issued
  Accumulated
Deficit
  Comprehensive
Income (loss)
  Equity (Deficit) 
MARCH 31, 2019 (Unaudited)  69,157,299  $69,157  $11,869,033  $(4,311,995) $       -  $(7,692,474) $(192,846) $(259,125)
Foreign Currency Translation adjustment                          (125)  (125)
Net Loss                      (72,670)      (72,670)
JUNE 30, 2019 (Unaudited)  69,157,299  $69,157  $11,869,033  $(4,311,995) $-  $(7,765,144) $(192,971) $(331,920)

  Common Stock  Additional  Discount on  Shares     Accumulated
Other
  Total
Stockholder’s
 
  Number of Shares  Amount  Paid-in- Capital  common stock  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)
Foreign Currency Translation adjustment                          806   806 
Net Loss                      (235,433)      (235,433)
JUNE 30, 2020 (Unaudited)  91,249,120  $91,249  $14,947,113  $(7,241,581) $9,000  $(8,082,713) $(190,039) $(466,971)

  Common Stock  Additional  Discount on  Shares    Accumulated
Other
  Total
Stockholder’s
 
  Number of Shares  Amount  Paid-in- Capital  common stock  to be
issued
  Accumulated
Deficit
  Comprehensive
Income (loss)
  Equity (Deficit) 
BALANCE AT SEPTEMBER 30, 2018  69,157,299  $69,157  $11,869,033  $(4,311,995) $          -  $(7,543,704) $(191,856) $(109,365)
Foreign Currency Translation adjustment                          (1,115)  (1,115)
Net Loss                      (221,440)      (221,440)
JUNE 30, 2019 (Unaudited)  69,157,299  $69,157  $11,869,033  $(4,311,995) $-  $(7,765,144) $(192,971) $(331,920)

See Accompanying Notes to Condensed Consolidated Financial Statements


GENUFOOD ENERGY ENZYMES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

  For the Nine Month Ended
June 30,
 
  2020  2019 
  (Unaudited)  (Unaudited) 
       
CASH FLOWS FROM OPERATING ACTIVITIES      
Net loss $(235,433) $(221,439)
Adjustments to reconcile net loss to net cash used in operating activities        
Change in operating assets and liabilities        
Prepayment  -   9,899 
Other current assets  50   - 
Security deposit assets  -   1,190 
Accounts payable  (236)  1,953 
Accrued expenses  18,395   11,519 
Due to related parties  53,709   51,300 
Other liability  -   204,586 
Net cash provided by ( used in) operating activities  (163,515)  59,008
         
CASH FLOWS FROM INVESTING ACTIVITIES  -   - 
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from notes payable – related party  65,410   - 
Net cash provided by financing activities  65,410   - 
         
EFFECT OF EXCHANGE RATE CHANGES ON CASH  -   - 
         
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  (98,105)  59,008
         
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD  121,657   131,720 
         
CASH AND CASH EQUIVALENTS - END OF PERIOD $23,552  $190,728 
         
SUPPLEMENTAL DISCLOSURE        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $- 

See Accompanying Notes to Condensed Consolidated Financial Statements


GENUFOOD ENERGY ENZYMES CORP

 (A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements


NOTE 1- BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Organization and Business OperationsNOTE 1 – GENERAL ORGANIZATION AND BUSINESS

 

GenuFoodGenufood Energy Enzymes Corp., USA (the “Company” or “GEEC”) was incorporated under the laws of the State of Nevada on June 21, 2010. GEECThe Company is a start-up company that intends to be engaged in the business of promoting, marketing, distributing and exporting sea water nasal spray for human consumption in Taiwan and USA. The Company plans to set up a subsidiary in Taiwan and explore this market once the relevant approval and permits about its main focusnasal spray products are obtained from Taiwan health authorities. The Company’s strategy is to promote market distributeits nasal spray product in both Taiwan and export a range of enzyme products for human and animal consumption manufactured in the Unites States for the Asian and ASEAN markets.  The Company is the owner of the following trademarks,ProCellax and ProAnilax.These trademarks and GEEC as a trademark have been filed with the United States Patentthrough online (e.g. Internet-based platforms) and/or offline channels (e.g. both retail and Trademark Office and registered with China (PRC), Hong Kong, Macau, Taiwan and Singapore.  Similarly, these trademarks have been filed with the jurisdictions of Thailand, Malaysia, and Sri Lanka.wholesale outlets).

 

The Company’s objectivefollowing is to commence marketing and distributiona summary of American rangethe history background of enzyme products for human and animal consumption to sole country distributors, wholesalers, dealers and retailers, as well as to the general public following the Company’s Multi- Level Marketing – Franchise Investor Dealer Related (MLM-FIDR) concept, to begin with, in Taiwan, and then to China, Hong Kong, Macau, Thailand, Malaysia, Singapore and Sri Lanka.Company:


On May 24, 2011, GEEC Internet Sales (Private) Limited (“GEECIS”), a wholly ownedwholly-owned subsidiary of GEEC, was established in the Democratic Socialist Republic of Sri Lanka. GEECIS iswas established initially to be responsible for GEEC’s internet sales worldwide, but recently its role has been changed to that of a Sole Country Distributor.


On February 13, 2012 the Company invested and incorporated a wholly owned subsidiary company, GEEC Enzymes (S) Pte Ltd (GESPL) in Singapore with a view to be the Sole Country Distributor for ProCellax and ProAnilax in Singapore. GESPL has started initial test marketing for the range of ProCellax enzymes products.


On May 2, 2013, GESPL entered into a Lease Agreement with Harmony Convention Holdings Pte Ltd to lease a store premises at Suntec City Mall for a period of three years.


sole country distributor. On August 8, 2013, GEECIS changed the company name from GEEC Internet Sales (Private) Limited to Genufood Enzymes Lanka (Private) Limited (“GELPL”).


On April 9,February 13, 2012 GEEC incorporated a wholly-owned subsidiary company, Genufood Enzymes (S) Pte Ltd (“GESPL”) in Singapore with a view to be the sole country distributor for certain enzymes products in Singapore.

In 2014, GESPLGEEC incorporated a wholly-owned subsidiary, Genufood Enzymes (Thailand) Co., Ltd. (“GETCL”), in Thailand.

On August 19, 2014, GEEC entered into a License Agreementshare exchange agreement with City Square Mall, City Developments LimitedNatfresh Beverages Corp (“Natfresh”) pursuant to leasewhich shareholders of Natfresh were issued one share of GEEC common stock for each share of Natfresh stock. As a pushcart store for a period of two month with option to renew.


On May 14, 2014, GESPL entered into a Consignment Agreement with Nature’s Farm Pte Ltd to display and for resale Procellax range of enzyme products at six stores / locations throughout Singapore.


To-date GEPSL has a total of eight stores in Singapore for displaying and for resale of Procellax range of enzyme products whether under lease, consignment or license.


The accompanying consolidated financial statements include the accountsresult of the Company and itsshare exchange, Natfresh became a wholly-owned subsidiaries.  All significant inter-company accounts and transactions have been eliminated in consolidation.subsidiary of GEEC.

The Company isceased business operation in mid- to late-2016. All subsidiaries, except for GESPL, were closed or disposed before end of 2016.

Since its inception, the Company has always been in the development stage with noand never generated significant revenues. The Company’s initial operations include organization, capital formation, target markets identificationactivities are subject to significant risks and developing marketing plans.uncertainties, including failing to secure additional funding to operationalize the Company’s current objective of commencing the nasal spray business. 

The Company’s fiscal year end is September 30.

F-4             

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company’s unaudited consolidated financial statements included herein have been prepared in accordance with US GAAP and pursuant to the rules of the SEC.  The Company believes that the presentations and disclosures herein are adequate for a fair presentation. 

Development Stage Activities

The accompanying unauditedcondensed consolidated financial statements have been prepared in accordance with ASC 915-10-05, Development Stage Entities.  A development - stage company is one in which planned principal operations have not commenced or, if its operations have commenced, but there have been no significant revenues.

Use of Estimates

The preparation of the unaudited consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed 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, 2020. These unaudited condensed 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, 2019.

5

Principle of Consolidation

The condensed 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 nine-month periods ended June 30, 2020 and 2019.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with US GAAP”)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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  For the nine-month periods ended June 30, 2020 and 2019, no significant estimates and assumptions have been made in the condensed interim consolidated financial statements.

 

Revenue RecognitionConcentrations of Credit Risk

 

Our revenues are generated from salesFinancial instruments that potentially subject the Company to significant concentrations of enzyme products under our private label.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.

 

For sales of enzyme products under our private label – the Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizableCash and reduces it for the amount of estimated future doubtful accounts.  Cash Equivalents

The Company considers revenue realizedall highly liquid instruments with original maturities of three months or realizableless when acquired to be cash equivalents. As of June 30, 2020 and earned when allSeptember 30, 2019, the Company did not have cash equivalents. The Company’s cash was denominated in United States Dollars (“USD”) or Taiwan Dollars (“TWD”) and was placed with banks in the United States of America and Taiwan.

Fair Value of Financial Instruments

The Company follows the guidance of the following criteriaASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are met: (i) persuasive evidencemeasured 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 an arrangement exists, (ii)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 products have been shippedaccompanying condensed consolidated balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the customer, (iii) the sales priceCompany is fixednot exposed to any significant currency or determinable, and (iv) collectability is reasonably assured.credit risks arising from these financial instruments.


Foreign Currency Translation and Transactions

 

The reporting and functional currency of GEEC is the United States Dollar (“U.S. dollar”).  The functional currency of GELPL, a wholly owned subsidiary of GEEC, is the Sri Lanka Rupee (“LKR”).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 Sri Lanka subsidiary, which are prepared using the LKR, are translated into the Company’s reporting currency, the U.S. dollar.  Assets and liabilities are translated using the exchange rate on the balance sheet date, which was 0.0077 and 0.0079 as of June 30, 2014 and 2013, respectively.  Revenue and expenses are translated using average exchange rates prevailing during each reporting period.  The 0.0076 and 0.0079 average exchange rates were used to translate revenues and expenses for the reporting period ended June 30, 2014 and 2013, respectively.  Stockholders’ equity is translated at historical exchange rates.  Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in stockholders’ equity.


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, the U.S. dollar.USD. Assets and liabilities are translated using the exchange rate on the balance sheet date, which was 0.79960.7176 and 0.8060.7236 as of June 30, 20142020 and 2013,September 30, 2019, respectively. Revenue and expenses are translated using average exchange rates prevailing during each reporting period. The 0.79530.7212 and 0.80810.7328 average exchange rates were used to translate revenues and expenses for the reporting periodnine-month periods ended June 30, 20142020 and 2013.2019, 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 income (loss) in stockholders’ equity.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 differences aredifference, presented as foreign currency transaction gain (loss), is included in the accompanying condensed consolidated statements of operations.

 

No representation is made that the LKR or SGD amounts could have been, or could be converted into U.S. dollar at the above rates.

Cash and Cash EquivalentsBusiness Segments

 

The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents.  The Company places the majority of its cash and cash equivalents with financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.  As of June 30, 2014, the Company had $366,082 cashoperates in banks, $327,549 of which withonly one financial institution, which is $77,549 in excess of FDIC limit.  The Company mitigates this concentration of credit risk by monitoring the credit worthiness of financial institutions and its customers. segment.

 

F-5             

Beneficial Conversion Features

From time to time, the Company may issue convertible debt that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features.  A beneficial conversion feature exists on the date a convertible liability is issued when the fair value of the underlying common stock to which the liability is convertible into is in excess of the face value of the liability.  In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a discount on the liability with a corresponding amount to additional paid in capital.  The debt discount is amortized to interest expense over the term of the liability using the effective interest method.  In cases where the liability relates to amounts owed for direct offering costs of an equity offering, the discount is charged to additional paid in capital with amortization. 

Inventories

The Company’s inventories include enzyme products, packaging and labeling materials.  Inventories are stated at the lower of cost or market value.  Cost is determined using weighted average cost method.  As of June 30, 2014 and September 30, 2013, the Company had inventory balances of $260,556 and $110,894, respectively, which was comprised of enzyme products, beverages, packaging and labeling materials.


Enzyme products are typically shipped from manufacturer directly to our customer, with the Company never taking title to the enzymes products prior to shipment.

Intangible Assets

The Company’s intangible assets consist primarily of trademarks, which are carried at amortized cost.  The company capitalizes filing and legal fees related to the trademark registration.  All trademarks have legal lives from 7 to 10 years and are amortized over their respective legal lives upon approval (see Note 5-Trademarks).Net Income (Loss) Per Share

 

The Company reviews its intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable.  The Company assesses recoverability by reference to future cash flows from the products underlying these intangible assets.  If these estimates changecalculates net loss per share in the future, the Company may be required to record impairment charges for these assets.  As of June 30 , 2014, no impairment was recorded.


Property, Plant and Equipment

Property, plant and equipment (PP&E) are stated at cost less accumulated depreciation.  Gains or losses on disposals are recorded in the year of disposal.  The cost of improvements that extend the life of property, plant, and equipment are capitalized.  These capitalized costs may include structural improvements, equipment, and fixtures.  All ordinary repair and maintenance costs are expensed as incurred.

The Company’s PP&E as of June 30 , 2014 and September 30, 2013 consisted of computer equipment, software, furniture and leasehold improvementaccordance with useful life of 3 or 5 years.  Depreciation is computed using the straight line method over the estimated useful lives.  Depreciation on leasehold improvements is amortized over the lesser of the useful lives or the term of the lease.

Fair Value of Financial Instruments.


FASB ASC Topic 825 – Financial Instruments requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments.  The Company's financial instruments consist primarily of cash, prepaid expenses, customer deposit, accounts payable and some other current liabilities.  The Company believes that the carrying values of these financial instruments approximate their fair value due to the short-term nature of these items.

As defined in FASB ASC Topic No. 820 – 10 (formerly SFAS 157-Fair Value Measurements), fair value260, “Earnings per Share.” Basic loss per share is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  FASB ASC Topic No. 820 – 10 requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements.  The statement requires fair value measurements be classified and disclosed in one of the following categories:

Level 1:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.  The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.  

Level 2:

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.  Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3:

Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity).  

As required by FASB ASC Topic No. 820 – 10, financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The Company had no instruments re-measured to fair value on a recurring or non-recurring basis as of September 30, 2013.


The fair value of the Company’s derivative liabilities was $111,145 as of June 30, 2014.  


See Note 9 for the Company’s detailed information of derivative liabilities.


F-6             

Net Earnings (Loss) Per Share

Basic net earnings (loss) per common share are computed by dividing the net earnings (loss)loss by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss)income per common share is determined usingcomputed similar to basic loss per share except that the weighted-averagedenominator 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 period, adjusted fornine-month periods ended June 30, 2020 and 2019.

Discounts on Common Stock

Common stocks issued under the dilutive effectCompany’s par value are treated as common stocks issued under discounts. The portion of the discount is shown separately as a deduction from the Company’s account of common stock equivalents.  In periods when losses are reported, which ison the case for all periods presented in theseCompany’s condensed consolidated financial statements, the diluted weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.  For the nine months ended June 30 , 2014 and 2013, the company didn't have any potentially dilutive securities.statements.

 

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.

 

ForNo stock based compensation was issued or outstanding during the nine monthsnine-month periods ended June 30, 20142020 and 2013, the Company did not record any stock-based compensation to employees or non-employees.

Income Taxes2019.

 

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes.  Under FASB ASC Topic 740,

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 are determined based on temporary differences betweenof a change in tax rates is recognized in income in the bases of certain assets and liabilities for income tax and financial reporting purposes.  Theperiod that includes the enactment date. A valuation allowance is recorded to reduce the Company’s deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.amount that is more likely than not to be realized. 

 


The Company maintainsconsiders positive and negative evidence when determining whether a valuation allowance with respect toportion or all of its deferred tax assets.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 Company establishes a valuation allowance based upon the potential likelihoodultimate realization of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period.  Basedassets is dependent upon the level of losses and projections of theits ability to generate sufficient future taxable income overwithin 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, are deductible,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 full valuation allowance has been provided as management believes thattax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not based upon available evidence, that the deferredposition will be sustained upon examination by a taxing authority. For a tax assets will not be realized.

Changes inposition 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 Company generating taxable income, could cause a change in judgment about the realizabilityprogress of the related deferred tax asset.  Any changeaudits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the valuation allowance will be includedperiod in incomewhich they are identified. The Company’s effective tax rate includes the net impact of changes in the year ofliability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the change in estimate.liability for unrecognized tax benefits as income tax expense.

 

Recently IssuedThere were no current and Newly Adopteddeferred income tax provision recorded for the nine-month periods ended June 30, 2020 and 2019 since the Company is in developing stage and did not generate any revenues in the two fiscal periods.

Recent Accounting Pronouncements

 

The Company does not expect thathas reviewed the adoption of recently issuedfollowing recent accounting pronouncements and concluded that they were either not applicable or had no impact to the Company’s condensed consolidated financial statements:


In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments in this update apply to all entities that are required, under existing GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will have a materialevaluate the impact on its financial position, results of operations, or cash flows.the new standards in the fiscal year when it becomes effective.

 

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 CONCERNRESTATEMENT

 

On September 30, 2019 the Company entered into a settlement agreement with Jui Pin (John) Lin, to issue an additional 27,000,000 shares (adjusted for the 1-for-100 reverse stock split) that the Company should have issued to him in April 2017 at the time he made an investment in the Company’s common stock. Of this amount, the Company issued 18,000,000 shares (adjusted for the 1-for-100 reverse stock split) and will issue the remaining 9,000,000 shares (adjusted for the 1-for-100 reverse stock split) now that the reverse stock split has been completed. The Company did not record par value of shares issued of $1,800,000 prior to the reverse stock split against discount on common stock. The Company reclassified this amount as of September 30, 2019 to correct the error. Mr. Lin is a development stage companythe Company’s current President and has incurred a cumulative net loss since inception of $4,724,750.  Chief Executive Officer.

NOTE 4 – GOING CONCERN

As of June 30, , 2014,2020 and September 30, 2019, the Company had a positive working capitalan accumulated deficit of $ 158,182 , which, however, might be insufficient to finance the Company's business plan for the next twelve months.  Due to the start-up nature, the Company expects to incur additional losses in the immediate future.$8,082,713 and $7,847,280, respectively. To date, the Company’s cash flow requirements have been primarily met through proceeds received from sales of common stock. The ability of the Company to emerge from the development stage is dependent upon the Company's successful efforts to raise sufficient capitalThese and attain profitable operations.

Management’s plan includes obtaining additional funds by increasing revenues and equity financing through the participation of its country sole distributors, wholesalers, dealers and retailers in the Multi-Level Marketing – Franchise Investor Dealer Related (MLM-FIDR) concept; however there is no assurance of additional funding being available.  These circumstancesother factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanyingThese condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that might arisemay result in the Company not being able to continue as a result of this uncertainty.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENTgoing concern.

 

Property, plant and equipment (PP&E) as of June 30, 2014 and September 30, 2013 consisted ofThe Company intends to pursue additional financing to enable it to implement the computer equipment and software, furniture and leasehold improvement with useful life of 3 or 5 years.  BalancesCompany’s business plan. Management believes that these actions, if successful, will allow the Company to continue its operations through the next 12 months. However, there are no commitments in place for the PP&E as of June 30, 2014 and September 30, 2013 were as follows:

 

 

 

 

June 30, 2014

 

September 30, 2013

Computer equipment & software

$

24,391

$

21,453

Furniture and equipment

 

8,341

 

8,297

Leasehold improvements

 

73,928

 

73,540

Less: accumulated depreciation

 

(44,221)

 

(13,125)

Property, plant and equipment, net

$

62,439

$

90,165

Depreciation expense for the nine months ended June 30, 2014 and 2013 was $30,772 and $ 2,660 , respectively.

F-7             

such financing currently.

 

NOTE 5 – TRADEMARKSSTOCKHOLDERS’ DEFICIENCY

 

The Company filed applications for trademarks on threeis authorized under its articles of its products in their target markets: the United States, Singapore, Thailand, Hong Kong, Taiwan, Macau, Sri Lanka and Malaysia.  Asincorporation, as amended, to issue 10,000,000,000 shares of June 30, 2014, the registration for all three products was completed in the United States, China (PRC), Hong Kong, Taiwan, Macau and Singapore, and still pending in other target markets.  AsCommon Stock par value $0.001 per share.


Issuance of June 30, 2014, the Company capitalized trademark costs of $37,939.  Accumulated amortization at June 30, 2014 and September 30, 2013 was $6,906 and $5,459, respectively.  Common Stock

During the nine monthsnine-month periods ended June 30, 20142020 and 2013,2019, the Company recorded trademark amortization expense of $1,448 and $ 2,236 .  All trademarks have legal lives from 7 to 10 years and are amortized over their respective legal lives upon approval.did not issue any common stock.

Disputed Shares

 

NOTE 6 – COMMON STOCKPursuant to the Natfresh Exchange Agreementon August 19, 2014, among the shares issued by GEEC to all Natfresh shareholders were 5,464,606 shares of GEEC Common Stock (adjusted for the 1-for-100 reverse stock split of the Company’s Common Stock), constituting the Disputed Shares, which were issued by Oliver Lin’s management to Group B. The Company’s current management believes that the Disputed Shares should have been issued to Group A, since Group A, rather than Group B, had paid for the shares in question in the Natfresh Offering. However, the Company’s current management believes also that all shares of Natfresh common stock, including the Disputed Shares, were fully paid at the time of the Natfresh Offering and, therefore, all such shares, including the Disputed Shares, that were issued pursuant to the Natfresh Exchange Agreement were fully paid at the time of their issuance.

 

The totalCompany’s management has been informed that Group A and Group B have entered into an agreement (the “Group A/Group B Settlement Agreement”) pursuant to which, among other things, (i) Group B transferred all of the Disputed Shares to Group A in proportion to the consideration paid by the individuals comprising Group A during the Natfresh Offering and (ii) both Group A and Group B have indemnified the Company and agreed to hold the Company harmless for all matters arising out of or related in any manner whatsoever to the Disputed Shares.

The Group A/Group B Settlement Agreement has been executed and the transfer of the Disputed Shares was completed on December 16, 2019. Because Taiwan, the jurisdiction in which all Group B members reside, does not have a medallion or other third-party signature guarantee system, upon the request of the Company’s transfer agent, the Company has agreed to indemnify and assume all liability of the Company’s transfer agent and its agents and employees, from any dispute, loss, damage or expense which may arise directly or indirectly by reason thereof.

Certain Effects of the Reverse Stock Split

The 1-for-100 reverse stock split decreased the number of outstanding shares of the Company’s common stock by a factor of 100, subject to rounding of shares. The reverse stock split did not affect any stockholder’s proportionate equity interest in the Company. The par value of the Company’s common stock remains at $0.001 per share following the reverse stock split and the number of shares of capital stock, which the Company shall have authority to issue, is 500,000,000.  These shares consist of one class of 500,000,000 shares designated asCompany’s common stock at $0.001 par value (“Common Stock”).

Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors.  The Common Stock does not have cumulative voting rights.

Unless there are prior arrangements made and agreed by the Company in writing, no holder of shares of stock of any class shall be entitled as a matter of right to subscribe for, or purchase, or receive any part of any new or additional issue of shares of stock of any class, or of any securities convertible into shares of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of a dividend.

On July 6, 2010, 150,000,000 shares were issued to a consultant for services directly related to the S-1 registration and offering.  These shares were valued at $0.25 per share and recorded as a reduction to additional paid- in capital due to it being an offering cost of the future S-1 offering.was proportionally reduced. As a result of this transaction, additional paid in capital was reduced forconsequence, the value of the shares equal to $37,500,000.  This reduction was offset by recording an increase to common stock according to theaggregate par value of the shares issued equal to $150,000, and increasing additional paidCompany’s outstanding common stock was reduced, while the aggregate capital in capital by $37,350,000.  Dueexcess of par value attributable to the offsetting entries to additional paid in capital from the transaction, the net effect on equity was a reduction to additional paid in capital for $150,000 and an increase to the value ofCompany’s outstanding common stock for $150,000.  In addition to this share issuance, the Company issued an additional 50,000,000statutory and accounting purpose was correspondingly increased. Total stockholder equity was not affected. All shares to the consultant for offering costs.  The 50,000,000 additional shares were issued to convert the $50,000 payable owed to the consulting company (see Note 8).  Through March 31, 2012, the Company paid a total of $345,000 cash to this consultant for offering costs.  As of June 30, 2014 and 2013, nothing additional is owed to the consultant.

On July 6, 2010, the Company received stock subscriptions from investors at various prices; 

1.

58,000,000 shares of Common Stock sold to twelve stockholders, at a purchase price of $0.001 per share for cash received  of $58,000,

2.

113,000 shares of Common Stock sold to eleven stockholders at a price of $0.10 for cash received  of $11,300,

3.

106,672 shares of Common Stock sold to sixteen stockholders at a price of $0.15 per share for cash received  of $16,000,

4.

50,000 shares of Common Stock sold to two stockholders at a price of $0.20 per share for cash received  of $10,000,

5.

18,800 shares of Common Stock sold to eight stockholders at a price of $0.25 per share for cash received of $9,700. 

6.

20,000 shares were sold to directors for total consideration of $5,000 on August 9, 2010.

During 2011, pursuant to the terms of the Sole Distributorship Agreement dated October 11, 2010, the Company sold to Taiwan Cell Energy Enzymes Corporation (“TCEEC”) 125,000,000 shares of its common stock at price $0.008 per share for total proceeds of $1,000,000.  The value of the shares issued was evaluated and found to be worth more than the cash received at a total value of $1,274,705.  The difference of $274,705 represented compensation to the distributor.

The Company considered a third party valuation report to assist with valuing the underlying share issuances associated with the Sole Distributorship Agreement using the weighted discounted cash flow method and discounted market multiple method.  The following values represent assumptions and key inputs to this model:

1.

Riskinformation has been retroactively adjusted discount rate – 18.77%

2.

Long-Term growth rate – 12.30%

3.

Discount for lack of marketability – 53.14%

The specific value ascribed to the long term growth rate was based on the expectation of the Company’s consistent long term growth within the current target markets and calculated based on guidance from the Company’s valuation expert regarding industry results for long term growth within the industry.  The growth rate used was based on the median historical growth rate of 535 companies selling within emerging markets with businesses related to the following: Food Processing, Retail (Distribution); and Retail (Specialty Lines).  Since the Company believes that there is high demand for its products, it had no reason to think that the Company’s long term growth rate would be below industry benchmarks.  Given the Company’s inception stage of operations and strong market demand for its product, the Company believes that the 12.3% growth rate is reasonable and comparable to similar companies within the field.


In December of 2011 the Company’s distributor Taiwan Cell Energy Enzymes Corporation (“TCEEC”) agreed to contribute $279,705 related to subsequent valuations of the shares originally purchased by the distributor for $1,000,000.  The Company collected the full $279,705 during the period ended September 30, 2012 inclusive of $5,000 paid to the valuer as professional fees.

F-8             

During the year ended September 30, 2012 the Company sold 10,000,000 shares for $0.30 per share for total proceeds of $3,000,000.  Of this amount $888,700 was collected during the year ended September 30, 2012 leaving $2,111,300 outstanding as of September 30, 2012.  Of this amount, $155,000 was collected during the six months ended March 31, 2013 and the remaining $1,956,300 was held as a subscription receivable at March 31, 2013.  The remaining amount was due in April of 2013 from TCEEC per the related signed promissory note agreement between both parties.  On February 27, 2013, the Promissory Note was cancelled since TCEEC could not honor.  The subscription receivable balance of $1,956,300 was transferred to an existing shareholder and a related party.  During the year ended September 30, 2013, $1,611,300 was collected, therefore the balance of subscription receivable as of September 30, 2013 was $500,000.  The remaining balance is due on December 31, 2013.


During the period ended March 31, 2013 the Company signed a Term Sheet with Kodiak Capital Group (“Kodiak”) in respect of a future potential investment of US$3,000,000 to be received in draws by the Company with shares to be granted at a discount to trading prices.  With execution of the term sheet the Company was required to pay $15,000 in cash and issue shares worth $150,000.  These amounts were recorded as offering costs based on the future prospective offering.  These shares have been issued in May 2013; therefore the balance of stock payable as of September 30, 2013 was zero.  On July 11, 2013 the Company signed the Registration Rights Agreement and Investment Agreement with Kodiak Capital Group.  Pursuant to the Investment Agreement, the Company have the right to “put” to Kodiak (“the Put Right’) up to $3 million in shares of our common stock to Kodiak to purchase our common stock for a purchase price equal to 80% of the volume Weighted Average Price which is defined as the lowest closing “best bid” price of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak of our intention to “put”.  Kodiak has indicated that they will resell those shares in the open market, resell our shares to other investors through negotiated transactions, or hold our shares in its portfolio.  Kodiak cannot own more than 9.99% of the total number of shares issued and outstanding on the Closing Date in accordance to Rule 13d-1(j) of the Securities Exchange Act,  1934 as amended.  The line of credit expires after the $3 million has been drawn or six months after the registration statement being declared effective by the United States Securities and Exchange Commission.  On February 11, 2014, the Company issued the first put to Kodiak for $200,000.  On February 19, 2014, the Company issued 1,000,000 common shares to Kodiak for $200,000 cash proceeds received from the put.


The Company received $1,611,300 from previously subscribed shares during the year ended September 30, 2013.


The Company paid $178,141 and $0 in offering costs during the year ended September 30, 2013 and 2012, respectively.


On December 20, 2013, the Company’s Board of Directors resolved to cancel Share Certificate #1190 for 1,666,667 shares following Yi Feng Chou’s inability to pay the Promissory Note dated April 19, 2013 for $500,000.


On December 26, 2013, the Company’s Board of Directors resolved to approve the sale of the 1,666,667 shares to Access Equity Capital Management Corp for $500,000 supported by a Promissory Note due on March 31, 2014.  During the six months ended June 30 , 2014, the Company received $500,000 from Access Equity Capital Management Corp (“AECM”) being the final part payment of the Promissory Note.  Therefore, the balance of subscription receivable as of June 30 , 2014 is zero.


On March 31, 2014, 2,024,444 shares were issued to Access Finance and Securities (NZ) Ltd (“AFS”) for conversion of debt of $303,666.  The value of the shares issued was less than the value of the debt converted.  Due to the transaction being with a related party no gain was recorded and the entire debt was relieved to common stock and additional paid in capital.

On March 31, 2014, 2,319,140 shares were issued to AMCM for conversion of debt of $347,871.  The value of the shares issued was less than the value of the debt converted.  Due to the transaction being with a related party no gain was recorded and the entire debt was relieved to common stock and additional paid in capital.


On May 13, 2014, the Company agreed to a Debt Amendment Agreement with Southridge Partner II, LP to convert the principal amount of $125,000 under the Promissory Note dated October 17, 2013 into common stock of the Company at a conversion price per share equal to fifty five percent (55%) of the lowest closing bid prices during the fifteen trading days immediately prior to the date of the Conversion Notice.  The maturity datereverse stock split to reflect the reverse stock split for all periods presented in future filings. After the effectiveness of reverse stock split, the Promissory Note also extended to December 31, 2015. See note 9 for derivative valuation.

On May 16, 2014, Southridge Partners II, LP issued the First Notice of Conversion to the Company to convert part of the principal amount of the Promissory Note of $500 plus interest of $3,613 and legal fees of $375 total $4,488 into 102,000Company’s outstanding shares of common stock are 91,249,120, giving effect to fractions of shares, which were rounded up as a result of the Company.  The Board of Directors of the Company passed a Consent Board Resolutionreverse stock split. Please refer to approve the acceptance of the Notice of Conversion and to allot and issue the 102,000 shares of common stock of the Company to Southridge Partner II, LP.  On the same day the 102,000 shares of common stock of the Company was issued. No gain or loss was recorded on the transaction.


On June 4, 2014, Southridge Partners II, LP issued the Second Notice of Conversion to the Company to convert part of the principal amount of the Promissory Note of $6,276plus interest of $324and legal fee of $275total $6,875into 250,001 shares of common stock of the Company.  The Board of Directors of the Company passed a Consent Board Resolution to approve the acceptance of the Notice of Conversion and to allot and issue the 250,001 shares of common stock of the Company to Southridge Partner II, LP.  On the same day the 250,001 shares of common stock of the Company was issued. No gain or loss was recorded on the transaction.11, ”Subsequent Events”, for additional information.


On June 12, 2014, Southridge Partners II, LP issued the Third Notice of Conversion to the Company to convert part of the principal amount of the Promissory Note of $16,375plus interest of $129total $16,504  into 1,500,415 shares of common stock of the Company.  The Board of Directors of the Company passed a Consent Board Resolution to approve the acceptance of the Notice of Conversion and to allot and issue the 1,500,415 shares of common stock of the Company to Southridge Partner II, LP.  On the same day the 1,500,415 shares of common stock of the Company was issued. No gain or loss was recorded on the transaction.



F-8             

 

NOTE 76 – RELATED PARTY TRANSACTIONS


On August 9, 2010,Related Parties

Name of related partiesRelationship with the Company
Yi Lung (Oliver) LinPrincipal shareholder
Jui Pin (John) LinPrincipal shareholder, President and CEO
Shao-Cheng (Will) WangCFO
Kuang Ming (James) TsaiDirector
Ching Ming (James) HsuDirector
Yi Ling (Betty) ChenFormer director
Access Management Consulting and Marketing Pte Ltd. (“AMCM”)Company controlled by Oliver Lin

Due to related party balance

The Company’s related party balances are as follows:

  June 30,
2020
  September 30,
2019
 
AMCM $62,359  $62,883 
James Tsai  71,500   52,000 
Betty Chen  70,000   58,000 
James Hsu  42,700   38,500 
Jui Pin (John) Lin  12,000   - 
Shao-Cheng (Will) Wang  6,009   - 
Total $264,568  $211,383 

The balances due to AMCM were carried forward from previous year and related to sharing of office space in Singapore. The balances due to AMCM changed from $62,883 to $62,359, primarily due to currency translation.


The balances due to James Tsai, Betty Chen, James Hsu, Jui Pin (John) Lin, and Shao-Cheng (Will) Wang were related to unpaid compensation due to these officers and directors. Increase in balances due to James Hsu, Jui Pin Lin, and Shao-Cheng Wang were compensation for the nine-month periods ended June 30, 2020.

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

NOTE 7 – NOTES PAYABLE – RELATED PARTY

In April and May 2020, the Company’s President and Chief Executive Officer, Jui Pin Lin, made loans to the Company sold 20,000primarily 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. Mr. Lin may, at his sole option, convert the then outstanding principal and accrued and unpaid interest on the notes into shares of the common stock at $0.25 a share to its directors for total consideration of $5,000.


The CEO of the Company isat a rate of $0.05 per share.

Note date Amount  Interest rate (per annum)  Maturity date
April 24, 2020 $25,000   1% October 24, 2020
May 18, 2020 $40,410   4% November 18, 2020

Interest expense incurred from the managing director of a consulting company, who provides consulting servicesnote for the Company.  In January 2011,nine months ended June 30, 2020 amounted to $236.

NOTE 8 – STOCK-BASED COMPENSATION

The Company’s Board of Directors has previously authorized unpaid officer salaries and director fees to be settled, at the Company converted $50,000 owed to this consulting company into 50,000,000 sharesoption of the Company’s common stock at the priceindividual, by conversion of $0.001 per share.  The $50,000 was recorded as an offering cost when owed due to the cost being directly related to the stock offering.  The Company issued this consulting company an additional 150,000,000 shares valued at $150,000 also recorded as offering costs.  From inception through September 30, 2011, the Company issued the aforementioned 200,000,000 shares recorded at $200,000 and paid total cash of $345,000 for offering costs.  The Company also paid a total $100,000 for consulting services to this company during the year ended September 30, 2011 which was expensed as professional fees.


During the year ended September 30, 2011, the Company’s President, Chief Executive Officer, Chief Financial Officer, and director, Mr. Yi Lung Lin paid some operating expenses on behalf of the Company.  Thesuch amounts due to him for these expenses were $1,250 and $0 as of September 30, 2013 and September 30, 2012, respectively.  


During the twelve months ended September 30, 2012, the Company paid one of the directors of GEECIS $11,550 for IT consulting services.


On September 21, 2010, the Company entered into a Sole Marketing Agent Agreement with Access Management Consulting and Marketing Pte.  Ltd. (“AMCM”) for the marketing of the Company’s range of enzyme products and to source, select and interview country sole distributors for the distribution of our range of enzyme products to the world at large.  The Company’s President, Chief Executive Officer, Chief Financial Officer, and director, Mr. Yi Lung Lin, is also the President and Managing Director of AMCM.


On October 11, 2010, the Company entered into a Sole Distributorship Agreement (General Outlet-Human Consumption) with Taiwan Cell Energy Enzymes Corporation (“TCEEC”) for marketing and distribution of the Company’s enzyme products in the Republic of China (Taiwan).  Mr. Chen Wen Hsu, one of the Company’s directors, has voting and investment control over TCEEC.  As was provided for under the Sole Distributorship Agreement, during the year ended September 30, 2011, TCEEC had invested in the Company by subscribing to 125,000,000 shares of the Company’s common stock at a price of $0.008$0.05 per share. As a result, $19,500, $12,000, and $4,200 may be converted into 390,000, 240,000, and 84,000 shares, respectively, as compensation for services performed for the nine-month period ended June 30, 2020 by Kuang Ming Tsai, Yi Ling Chen and Ching Ming Hsu, respectively. Accrued and unpaid compensation for the Company’s current President and Chief Executive Officer, Jui Pin Lin, and Chief Financial Officer, Shao-Cheng Wang, amounted to $12,000 and $6,009, respectively, which may be converted into 240,000 and 120,185 shares, respectively. The expenses have been reflected in the accompanying condensed consolidated financial statements. The share for total proceeds of $1 million.  The valueconversions referred to in this Note 8 have taken into the effect of the shares issued1-for-100 reverse stock split.

NOTE 9 – 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 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 evaluatedestablished in May 2011, GESPL in Singapore that was established in February 2012, and foundGESTL 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 worth more thanreported 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 cash received atdue 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 total valuepenalty may apply to each Form 5471 which is filed after the due date of $1,274,705.the income tax return. The differencepenalty 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 $274,705 represented compensationForm 5471 and even if it will be, it is difficult to reasonably estimate the distributor.


Duringamount of penalties that may be assessed. On November 30, 2019, the yearCompany filed Form 1120 for the fiscal years ended September 30, 2012 and September 30, 2011, the Company recognized $60,993 and $120,558, respectively, in related party revenue from its customer TCEEC who is controlled by one of the Company’s directors Ken Wen Hsu.


During the year ended September 30, 2013 and September 30, 2012, the Company recognized $1,653 and $0, respectively, in related party revenue from Yi Lung Lin who is the President of the Company and Access Management Consulting and Marketing Pte Ltd (AMCM) where Yi Lung Lin is the Managing Director of AMCM.


During the twelve months ended September 30, 2012, the Company collected $279,705 of contribution receivable of capital from its customer TCEEC who is controlled by the Company director Ken Wen Hsu.


During the year ended September 30, 2012, the Company received a total of $850,000 from TCEEC for 2,833,333 shares issued to them during the year then ended.  TCEEC owed an additional $2,111,300 to the Company as of September 30, 2012 for 7,037,667 shares issued during the year then ended.


During the year ended September 30, 2012, the Company received a total of $9,000 from Access Equity Capital Management (“AECM”), a company controlled by Mr. Yi Lung Lin, in consideration of 30,000 shares issued to them.


On February 15, 2012 the Board approved the appointment of Access Management Consulting and Marketing Pte Ltd (AMCM) to provide bookkeeping services in replacement of Albeck Financial Services.  The Company’s President is also the Managing Director of AMCM.


On September 6, 2012, the Board approved a monthly salary of $5,000 to the Company’s President, Yi Lung Lin commencing September 1, 2012.

On September 21, 2012, the Board approved the engagement of Millar & Smith PLLC as the immigration lawyer to provide immigration legal service and to apply L-1 visa for the Company’s President, YI Lung Lin and L-2 visa for his wife, Wang Huei Ling.


On September 24, 2012, NATfresh Beverages has purchased USD$500,000 worth of IPO GEEC shares from the Company. Mr. Yi Lung Lin is the President, CEO, CFO, Treasure, Secretary and Principal Accounting Officer of NATfresh Beverages Corp.


On February 27, 2013, the Promissory Note Agreement entered between the Company and TCEEC was cancelled since TCEEC could not honor. Shares issued in relation to the subscription receivable were cancelled and reissued to AECM and an existing shareholder, both of which have signed a Promissory Note Agreement with the Company respectively to assure the obligation.


On March 31, 2014 2,024,444 shares were issued to Access Finance and Securities (NZ) Ltd (“AFS”) for conversion of debt of $303,666. The value of the shares issued was less than the value of the debt converted. Due to the transaction being with a related party no gain was recorded and the entire debt was relieved to common stock and additional paid in capital.


On March 31, 2014, 2,319,140 shares were issued to AMCM for conversion of debt of $347,871. The value of the shares issued was less than the value of the debt converted. Due to the transaction being with a related party no gain was recorded and the entire debt was relieved to common stock and additional paid in capital.

On April 19, 2013, AECM signed a Promissory Note amounted to USD $985,932 for purchase of IPO shares of GEEC from TCEEC’s subscription receivable.  In July 2013, AECM paid USD $485,932 to GEEC in relation to the Promissory Note dated April 19, 2013.  In September 2013, AECM paid the remaining USD $500,000 to GEEC in relation to the said Promissory Note.


During the nine months ended June 30, 2014, the Company received a total of $500,000 from a related party for the subscription receivable.


During the nine months ended June 30, 2014 and 2013, the Company generated $1 05 , 735 and $1,653, respectively, in revenue on sales to related parties.


During the year ended September 30, 2013, the Company received a total of $155,000 from TCEEC, $270,368 from an existing shareholder and $1,185,932 from a related party, respectively for the subscription receivable.


On May 1, 2014, AMCM gave notice to the Company to have an early termination of the Sole Marketing Agent Agreement dated September 21, 2010.


As of June 30, 2014 and 2013 there were amounts due from related parties of $30,187 and $ 0 respectively.


As of June 30, 2014 and 2013 there were amounts due to related parties of $248,692 and $ 142,843 respectively.


F-9             



NOTE 8 - COMMITMENTS

During the year ended September 30, 2013, the Company leased a virtual office.  The original lease term was from September 1, 2012 through September 30, 2013, and was subject to the annual renewal.  On February 23, 2013, the2018.


NOTE 10 – COMMITMENTS AND CONTIGINCIES

Operating lease commitments

The Company entered into aterminated its virtual office agreement in Los Angeles.Angeles, California and has established a new virtual office in Arcadia, California. The Agreementnew arrangement is on a month to month basis.  One month’s written notification is required by either party to terminate this Agreement.  During the year ended September 30, 2012, GESPL entered intomonth-to-month basis at a lease agreement for office premises.  The lease term was from October 1, 2012 through March 31, 2013.  GESPL did not opt to renew the lease at the expirationcost of the lease on March 1, 2013.  During the year ended September 30, 2013 GESPL entered into a memorandum of understanding with a related party for sharing of office premises for three years and a lease agreement with Harmony Convention Holding Pte Ltd for provision of retail shop premises for three years. 


On April 9, 2014, the Company’s Singapore subsidiary, Genufood Enzymes (S) Pte Ltd (“GESPL”) entered into a License Agreement with City Square Mall, City Developments Limited, Singapore for lease of a pushcart store.  The licensing period is for two months with option to renew.  The total lease fee is $2,821.


On May 14, 2014, GESPL entered into a Consignment Agreement with Nature’s Farm Pte Ltd to display and for resale of Procellax range of enzymes products at six stores / locations throughout Singapore for a period of one year.  The monthly product display fee is $12,000 and one-time product listing fee of $4,602 payable.


On May 27, 2014, GESPL entered into the License Agreement with CapitaLand Retail Management Pte Ltd for lease of a pushcart store.  The licensing period is for six months commencing August 1, 2014 with option to renew.  The total lease fee is $8,158.


On June 4, 2014, GESPL renewed the License Agreement with City Square Mall, City Developments Limited, Singapore for lease of a pushcart store for another two month from July 1, 2014 to August 31, 2014.  The total lease fee is $2,400.


                                                                                  Fiscal year end 9/30:

 

 

2013

 $76,318

2014

 $294,686

2015

 $330,736

2016

 $132,458

2017

$        -



On March 14, 2013 the Company has instructed their Attorney, Atkinson Law Associates P.C. to file a Complaint with the United States District Court, District of Nevada for a civil claim against Taiwan Cell Energy Enzymes Corporation in respect of a breach of contract arising from the Sole Distributorship Agreement (General Outlet – Human Consumption) and Private Placement dated October 11, 2010.  Case 2:13-cv-00435. 


On February 14, 2014, the District Court, District of Nevada under civil claim action / case no. 2:13-cv-00435-RCJ-CWH awarded a default judgment of $150 , 17 1 and costs against Taiwan Cell Energy Enzymes Corporation. This amount has not been collected as of August 19, 2014.


NOTE 9 – CONVERTIBLE PROMISSORY NOTE


On October 17, 2013, the Company issued a promissory note (the “Note”) in the principal amount of $125,000, maturing on May 31, 2014. The Notes has an interest rate of 5%$200 per annum. The principal and accrued interest is due at maturity.  Unless the Note is prepaid in cash, Southridge has the right at its election to convert all or part of the outstanding and unpaid principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company. The conversion price per share equal to 55% of the lowest closing bid prices during the 15 trading days immediately prior to the date of the Conversion Notice. On May 13, 2014, the maturity date of the Note extended to December 31, 2015. Due to the floating conversion price this Note had an embedded derivative. The debt discount resulting from the derivative was valued at $125,000 upon issuance of the Note. This value was recorded as a discount on debt and offset to derivative liability. Amortization on the debt discount was $23,760 during the nine month period ended June 30, 2014 and the balance on the debt discount as of June 30, 2014 was $101,240.month. As of June 30, 2014, the principal balance due on this Note was $102,166 including $317 of accrued interest.


On May 16, 2014, Southridge Partners II, LP issued the First Notice of Conversion to2020, the Company to convert part of the principal amount of the Promissory Note of $500 plus interest of $3,613 and legal fees of $375 total $4,488 into 102,000 shares of common stock of the Company.  The Board of Directors of the Company passed a Consent Board Resolution to approve the acceptance of the Notice of Conversion and to allot and issue the 102,000 shares of common stock of the Company to Southridge Partner II, LP.  On the same day the 102,000 shares of common stock of the Company was issued. No gain or loss was recorded on the transaction.has no material commitments under operating leases.


NOTE 11 – SUBSEQUENT EVENTS

Reverse Stock Split

On June 4, 2014, Southridge Partners II, LP issued23, 2020, the Second Notice of Conversion to the Company to convert part of the principal amount of the Promissory Note of $6,276plus interest of $324and legal fee of $275total $6,875into 250,001 shares of common stock of the Company.  The Board of Directors of the Company passed a Consent Board Resolution to approve the acceptance of the Notice of Conversion and to allot and issue the 250,001 shares of common stock of the Company to Southridge Partner II, LP.  On the same day the 250,001 shares of common stock of the Company was issued. No gain or loss was recorded on the transaction.


On June 12, 2014, Southridge Partners II, LP issued the Third Notice of Conversion to the Company to convert part of the principal amount of the Promissory Note of $16,375plus interest of $129total $16,504  into 1,500,415 shares of common stock of the Company.  The Board of Directors of the Company passed a Consent Board Resolution to approve the acceptance of the Notice of Conversion and to allot and issue the 1,500,415 shares of common stock of the Company to Southridge Partner II, LP.  On the same day the 1,500,415 shares of common stock of the Company was issued. No gain or loss was recorded on the transaction.

An independent valuation was performed to determine the value of the derivative liability. The fair value of the embedded derivatives using a multinomial lattice model simulation was done by our independent valuation expert .  The model is based on a probability weighted discounted cash flow model using projections of the various potential outcomes.


 

Valuation Date:

5/13/2014

5/16/2014

6/4/2014

6/12/2014

6/30/2014


Notes


125,000


500


6,276


16,375


101,849


Derivative Value

 


170,399


636


7,132


18,644 


111,145


Change in Notes due to Issuances

170,399

 -

 -

 -

 -


Change in value due to Conversion

-

(636)

(7,132)

(18,644)

-


Mark to Market  

-

-

-

-

(32,842)

The fair values of the Company’s derivative liabilities are estimated at the issuance date and are revalued at each subsequent reporting date.  At June 30, 2014 and September 30, 2013, the Company recorded current derivative liabilities of $111,145 and $0.


NOTE 10 — RESTATEMENT OF FINANCIAL STATEMENTS


On August 15, 2014, the Company concluded that the y needed to record the Promissory Note dated October 17, 2013 and value Convertible Note at its fair value at each reporting date.

The cumulative effect of this change through March 31, 2014 is a $125,000 increase in note payable, a $2,825 increase in accrued interest . Through December 31, 2013, the impact on the Income Statement was an increase in operating expenses of $125,000, and an increase in total accumulated deficit of $126,284. Through March 31, 2014, the impact on the Income Statement was an increase in operating expenses of $125,000, and an increase in total a ccumulated deficit of $127,825. The change had no effect on the Company's reported cash flows.  Unaudited Tables detailing the effect of the error on the Company’s previously filed financial statements for the quarter ended December 31, 2013 and March 31, 2014 are included below.

F-10             

March 31, 2014:

UNAUDITED CONSOLIDATED BALANCE SHEETS


3/31/2014

3/31/2014

 FILED

ADJUSTMENTS

 RESTATED

ASSETS

 

 

 

 

 

 

Current assets

    Cash

$

        666,191

 

 

$

      666,191

    Prepaid expenses

             3,767

           3,767

    Tax receivable

 

                   -  

 

 

 

                 -  

    Accounts Receivable

                   -  

                 -  

    Accounts Receivable – related party

 

           30,602

 

 

 

         30,602

    Other receivable

                354

              354

    Other receivable – related party

 

                   -  

 

 

 

                 -  

    Inventory

        267,212

      267,212

Total current assets

 

        968,126

 

 

 

      968,126

 

 

Property, Plant and Equipment, net of accumulated depreciation

           71,884

 

 

 

         71,884

Intangibles and other assets

    Trademarks, net of accumulated amortization

 

           30,986

 

 

 

         30,986

    Security deposit asset

           47,892

         47,892

Total intangibles and other assets

 

           78,878

 

 

 

         78,878

Total assets

$

     1,118,888

 

 

$

   1,118,888

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities

    Accounts payable

$

        103,085

 

 

$

      103,085

    Accounts payable to related party

        362,359

      362,359

    Accrued expenses

 

           14,999

 

 

 

         14,999

    Accrued interest

                   -  

                   2,825

           2,825

Total current liabilities

        480,443

      483,268

Long-Term Liabilities

     Note Payable

 

                   -  

 

               125,000

 

      125,000

Total Long-Term Liabilities

                   -  

      125,000

Total liabilities

        480,443

      608,268

 

 

 

 

 

 

 

Stockholders' equity

Common Stock, $0.001 par, 500,000,000 shares authorized.  394,245,972 shares issued and outstanding at December 31, 2013 and 394,245,972 at September 30, 2013

 

        399,589

 

 

 

      399,589

    Additional paid in capital

     4,558,125

   4,558,125

    Subscription receivable

 

                   -  

 

 

 

                 -  

    Deficit accumulated during development stage

   (4,333,030)

(127,825)

 (4,460,855)

    Accumulated other comprehensive income / (loss)

 

           13,761

 

 

 

         13,761

Total stockholders' equity

        638,445

      510,620

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

$

     1,118,888

$

   1,118,888



F-11             


UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2014

 

 

 

Three Months Ended March 31, 2014

 

Six Months Ended March 31, 2014

 

 

 

Six Months Ended March 31, 2014

 

 

FILED

 

ADJUST-MENTS

 

RESTATED

 

FILED

 

ADJUSTMENTS

 

RESTATED

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

$

                 10,715

 

 

 

               10,715

 

                 26,050

 

 

 

              26,050

Revenue – related party

 

                 85,085

 

 

 

               85,085

 

                 88,822

 

 

 

              88,822

Total revenue

 

                 95,800

 

 

 

               95,800

 

            114,872

 

 

 

            114,872

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

 

 

 

 

 

 

 

 

 

 

Product and label costs

 

                 42,162

 

 

 

               42,162

 

                 54,558

 

 

 

              54,558

Total cost of goods sold

 

                 42,162

 

 

 

               42,162

 

              54,558

 

 

 

              54,558

Gross margin

 

                 53,638

 

 

 

               53,638

 

              60,314

 

 

 

              60,314

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Sales commission expenses

 

                         179

 

 

 

                        179

 

                       179

 

 

 

                       179

Product label design

 

                         157

 

 

 

                        157

 

                       740

 

 

 

                       740

Advertising & business promotion

 

                    32,899

 

 

 

                  32,899

 

               210,566

 

 

 

               210,566

Website design

 

 -

 

 

 

 -

 

 -

 

 

 

                          -   

Bank service charge

 

                      1,175

 

 

 

                    1,175

 

                   2,290

 

 

 

                   2,290

Computer and internet expenses

 

                      1,823

 

 

 

                    1,823

 

                   2,981

 

 

 

                   2,981

Filing fees

 

                      4,078

 

 

 

                    4,078

 

                   5,790

 

 

 

                   5,790

Office supplies

 

                         463

 

 

 

                        463

 

                   3,471

 

 

 

                   3,471

Rent expense

 

                    47,753

 

 

 

                  47,753

 

               108,252

 

 

 

               108,252

Transfer agent fees

 

                      7,190

 

 

 

                    7,190

 

                   7,190

 

 

 

                   7,190

Travel expense

 

                      4,196

 

 

 

                    4,196

 

                 16,751

 

 

 

                 16,751

Professional fees

 

                 533,087

 

 

 

                533,087

 

            1,104,993

 

       125,000

 

            1,229,993

Postage & shipping

 

                      2,067

 

 

 

                    2,067

 

                   3,732

 

 

 

                   3,732

Printing and reproduction

 

                           62

 

 

 

                          62

 

                         62

 

 

 

                         62

Telephone expense

 

                      1,556

 

 

 

                    1,556

 

                   2,469

 

 

 

                   2,469

AGM & board meeting expenses

 

                    13,907

 

 

 

                  13,907

 

                 15,626

 

 

 

                 15,626

Depreciation expense

 

                      9,948

 

 

 

                    9,948

 

                 21,023

 

 

 

                 21,023

Amortization expense

 

                         284

 

 

 

                        284

 

                       848

 

 

 

                       848

Payroll expenses

 

                    91,500

 

 

 

                  91,500

 

               149,584

 

 

 

               149,584

Subscription & registration fee

 

                         160

 

 

 

                        160

 

                       410

 

 

 

                       410

Staff refreshment & recreation

 

                      2,097

 

 

 

                    2,097

 

                   2,321

 

 

 

                   2,321

Logistics & storage expenses

 

                      6,717

 

 

 

                    6,717

 

                   8,486

 

 

 

                   8,486

Medical expenses

 

                           63

 

 

 

                          63

 

                       877

 

 

 

                       877

Courses and seminars

 

 -

 

 

 

 -

 

                   2,047

 

 

 

                   2,047

Investor relationship

 

                    45,003

 

 

 

                  45,003

 

                 62,249

 

 

 

                 62,249

Automobile expenses

 

                      3,096

 

 

 

                    3,096

 

                   3,096

 

 

 

                   3,096

Output tax expenses

 

                         396

 

 

 

                        396

 

                       396

 

 

 

                       396

Utilities

 

                         652

 

 

 

                        652

 

                   1,170

 

 

 

                   1,170

Miscellaneous expenses

 

 -

 

 

 

 

 

 -

 

 

 

                          -   

Total operating expenses

 

              810,508

 

 

 

             810,508

 

         1,737,599

 

 

 

         1,862,599

Total operating loss

 

             (756,870)

 

 

 

           (756,870)

 

       (1,677,285)

 

 

 

       (1,802,285)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

                         182

 

 

 

                        182

 

                       451

 

 

 

                    451

Miscellaneous income

 

                      3,480

 

 

 

                    3,480

 

                   3,484

 

 

 

                   3,484

Foreign currency exchange gain/(loss)

 

                    (4,200)

 

 

 

                  (4,200)

 

                 (5,340)

 

 

 

               (5,340)

Interest Expense

 

                          -   

 

               (1,541)

 

                (1,541)

 

                       -   

 

             (2,825)

 

               (2,825)

Net loss

 

                (757,408)

 

 

 

              (758,949)

 

          (1,678,690)

 

 

 

          (1,806,515)

 Foreign currency translation adjustment

 

                  (14,302)

 

 

 

                (14,302)

 

                 21,898

 

 

 

                 21,898

Comprehensive loss

 

                (771,710)

 

 

 

              (773,251)

 

          (1,656,792)

 

 

 

          (1,784,617)

 Weighted average number of common shares outstanding-basic and diluted

 

          394,690,416

 

 

 

        394,690,416

 

       394,465,752

 

 

 

       394,465,752

Net loss per share-basic and diluted

 

  (0.00)     

 

 

 

  (0.00)     

 

  (0.00)     

 

 

 

  (0.00)     



F-12             


December 31, 2013:


UNAUDITED CONSOLIDATED BALANCE SHEETS

 

 

 

31-Dec-13

 

 

 

31-Dec-13

 

 

FILED

 

ADJUSTMENTS

 

RESTATED

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

    Cash

$

795,033

 

 

$

795,033

    Prepaid expenses

 

-

 

 

 

-

    Tax receivable

 

25,067

 

 

 

25,067

    Accounts Receivable

 

193

 

 

 

193

    Accounts Receivable – related party

 

4,323

 

 

 

4,323

    Other receivable

 

8

 

 

 

8

    Other receivable – related party

 

63

 

 

 

63

    Inventory

 

322,373

 

 

 

322,373

Total current assets

 

1,147,060

 

 

 

1,147,060

 

 

 

 

 

 

 

Property, Plant and Equipment, net of accumulated depreciation

81,220

 

 

 

81,220

Intangibles and other assets

 

 

 

 

 

 

    Trademarks, net of accumulated amortization

 

29,922

 

 

 

29,922

    Security deposit asset

 

49,133

 

 

 

49,133

Total intangibles and other assets

 

79,055

 

 

 

79,055

 

 

 

 

 

 

 

Total assets

$

1,307,335

 

 

$

1,307,335

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

    Accounts payable

$

326,264

 

 

$

326,264

    Accounts payable to related party

 

462,146

 

 

 

462,146

    Accrued expenses

 

10,307

 

 

 

10,307

    Accrued interest

 

 

 

                   1,284

 

1,284

Total current liabilities

 

798,717

 

 

 

800,001

 

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

 

     Note Payable

 

                            -   

 

               125,000

 

125,000

Total Long-Term Liabilities

 

                            -   

 

 

 

      125,000

Total liabilities

 

798,717

 

 

 

925,001

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Common Stock, $0.001 par, 500,000,000 shares authorized.  394,245,972 shares issued and outstanding at December 31, 2013 and 394,245,972 at September 30, 2013

 

394,246

 

 

 

394,246

    Additional paid in capital

 

3,711,931

 

 

 

3,711,931

    Subscription receivable

 

(50,000)

 

 

 

(50,000)

    Deficit accumulated during development stage

 

(3,575,622)

 

(126,284)

 

(3,701,906)

    Accumulated other comprehensive income / (loss)

 

28,063

 

 

 

28,063

Total stockholders' equity

 

508,618

 

 

 

382,334

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

$

1,307,335

 

 

$

1,307,335



F-13             


UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

Three Months Ended December 31, 2013

 

ADJUSTMENTS

 

Three Months Ended December 31, 2013

 

 

FILED

 

 

 

RESTATED

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

Revenue

 

15,335

 

 

 

15,335

Revenue – related party

 

3,737

 

 

 

3,737

Total revenue

 

19,072

 

 

 

19,072

 

 

 

 

 

 

 

Cost of goods sold

 

 

 

 

 

 

Product and label costs

 

12,396

 

 

 

12,396

Total cost of goods sold

 

12,396

 

 

 

12,396

Gross margin

 

6,676

 

 

 

6,676

Expenses

 

 

 

 

 

 

Sales commission expenses

 

-

 

 

 

-

Compensation to distributors

 

-

 

 

 

-

Product label design

 

583

 

 

 

583

Advertising & business promotion

 

177,667

 

 

 

177,667

Website design

 

-

 

 

 

-

Bank service charge

 

1,115

 

 

 

1,115

Computer and internet expenses

 

1,158

 

 

 

1,158

Filing fees

 

1,712

 

 

 

1,712

License and permits

 

527

 

 

 

527

Meals and entertainment

 

-

 

 

 

-

Office supplies

 

3,008

 

 

 

3,008

Rent expense

 

60,499

 

 

 

60,499

Transfer agent fees

 

-

 

 

 

-

Travel expense

 

12,555

 

 

 

12,555

Professional fees

 

571,271

 

125,000

 

696,271

Postage & shipping

 

1,665

 

 

 

1,665

Freight Charges

 

-

 

 

 

-

Telephone expense

 

913

 

 

 

913

AGM & board meeting expenses

 

1,719

 

 

 

1,719

Depreciation expense

 

11,075

 

 

 

11,075

Amortization expense

 

564

 

 

 

564

Logistics & storage expenses

 

1,769

 

 

 

1,769

Payroll expenses

 

58,084

 

 

 

58,084

Medical expenses

 

814

 

 

 

814

Courses and seminars

 

2,059

 

 

 

2,059

Insurance expenses

 

-

 

 

 

-

Packaging Expenses

 

-

 

 

 

-

Printing and Reproduction

 

96

 

 

 

96

Staff refreshment and recreation

 

224

 

 

 

224

Subscription and registration fee

 

250

 

 

 

250

Forum and conference expenses

 

-

 

 

 

-

Repair and maintenance

 

-

 

 

 

-

Recruitment

 

-

 

 

 

-

Utilities

 

518

 

 

 

518

Investor relationship

 

17,246

 

 

 

17,246

Total operating expenses

 

927,091

 

 

 

1,052,091

Total operating loss

 

(920,415)

 

 

 

(1,045,415)

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

Interest income

 

269

 

 

 

269

Miscellaneous income

 

4

 

 

 

4

Foreign currency exchange gain/(loss)

 

                 (1,140)

 

 

 

                (1,140)

Interest Expense

 

                          -   

 

               (1,284)

 

(1,284)

Net loss

 

                (921,282)

 

 

 

           (1,047,566)

Foreign currency translation adjustment

 

36,200

 

 

 

36,200

Comprehensive loss

 

                (885,082)

 

 

 

           (1,011,366)

Weighted average number of common shares outstanding-basic and diluted

 

 394,245,972     

 

 

 

394,245,972     

Net loss per share-basic and diluted

 

 (0.00)     

 

 

 

 (0.00)     




F-14             



NOTE 11 - SUBSEQUENT EVENTS


On July 10, 2014, Southridge Partners II, LP issued the Fourth Notice of Conversion to the Company to convert part of the principal amount of the Promissory Note principal of $24,360 plus interest of $390.65 totaling $24,750.65 into 10,000,263 shares of common stock shares of the Company.


On July 16, 2014, GESPL entered an M&A Acquisition Agreement with Natfresh Beverages Corp (“NFBC”) to acquire the entire capital of NFBC’s wholly owned Singapore subsidiary, Natfresh Productions (S) Pte Ltd (“NPSPL”).  NPSPL has a paid-up share capital of 1,041,597 ordinary shares of SGD1.00 each at par.  


On July 16, 2014, 14,102,007 shares of common stock of the Company were issued to Access Finance and Securities (NZ) Ltd (“AFS”) for conversion of debt of $141,020.07.  The value of the shares issued was less than the value of the debt converted.  Due to the transaction being with a related party no gain was recorded and the entire debt was relieved to common stock and additional paid in capital.


On July 16, 2014, 3,642,617 shares of common stock of the Company were issued to AMCM for conversion of debt of $36,426.17.  The value of the shares issued was less than the value of the debt converted.  Due to the transaction being with a related party no gain was recorded and the entire debt was relieved to common stock and additional paid in capital.


On July 21, 2014, the Company completed the acquisition of the entire share capital of NATfresh Productions (S) Pte Ltd (“NPSPL”) of 1,041,597 ordinary shares of SGD1.00 each at par (“the Acquisition Shares”) from NATfresh Beverages Corp (“NFBC”).  The consideration for the Acquisition Shares is by way of shares issuance of 1,041,597 ordinary shares of SGD1.00 each at par of Genufood Enzymes (S) Pte Ltd.  Following the acquisition, the Company became the immediate holding company of NPSPL.

On July 31, 2014, the majority of the shareholders of the Company passed consent shareholder resolution to approve increase of the authorized capital from 500,000,000 common shares to 3,000,000,000 common shares.


On July 29, 2014, the Board of Directors approved a reverse stock split of the Acquisition proposalCompany’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-100 on the effective date of July 6, 2020 (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 acquire the entire issuedoutstanding Common Stock for statutory and outstanding capital of NFBCaccounting purposes was correspondingly increased. The Reverse Stock Split will not affect the Company’s total stockholders’ equity. All share and calledper share information will be retroactively adjusted following the Effective Date to reflect the Reverse Stock Split for the Second Special Meeting of Shareholder.all periods presented in future filings. 


On August 4, 2014, the BoardEffective Date, the total number of Directorsshares of the Company passed a Consent Board Resolution to approveCompany’s Common Stock held by each shareholder were converted automatically into the acceptancenumber of the Fourth Notice of Conversion from Southridge Partners II, LP and to allot and issue the 10,000,263whole shares of common stockCommon Stock equal to (i) the number of the Company shares to Southridge Partner II, LP.  On the same day the 10,000,263 common stock of the Company was issued.


On August 12, 2014, the Second Special Meeting of Shareholders was held.  Two special resolutions were approved on the meeting: (1) That the Company is hereby approved with authority to acquire all or whole of the issued and outstanding shares of common stock capitalCommon 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 NFBC; (2) Thatthe 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. Unless expressly stated in respectthis report, no amounts presented herein have been adjusted to reflect the Reverse Stock Split, since it became effective after the end of the quarter ended June 30, 2020.

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 issuanceof 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 1,156,460,641 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.

July 2020 Loan

On July 3, 2020, the Company’s President and Chief Executive Officer, Jui Pin Lin, loaned the Company the principal amount of $20,000 (the “July 2020 Loan”), primarily to pay the Company’s expenses. The July 2020 Loan bears simple interest at a rate of 4% per annum, and is payable as to both principal and interest on January 3, 2021 (the “Maturity Date”).

Mr. Lin, as the holder of the promissory note (the “July 2020 Note”) evidencing the July 2020 Loan, may, at his sole option, convert (a “Voluntary Conversion”) the outstanding principal and accrued and unpaid interested on the July 2020 Note into shares of the Company’s Common Stock at a rate of $0.05 per share.

The July 2020 Note also provides for events of default and remedies in such event, including without limitation interest at a rate equal to the lesser of 10% per annum or the maximum interest rate allowed under usury or other similar laws from the Maturity Date until the July 2020 Note is paid in full. The July 2020 Note also contains other terms and conditions typical for a transaction of this type.


ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

GENERAL NOTE

Throughout this report, 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 “previous management” or “Oliver Lin’s management”.

A 1-for-100 reverse stock split (the “Reverse Stock Split”) of our common stock in exchange(the “Common Stock”) became effective with the shareholdersState of Natfresh for their 1,156,460,641Nevada on July 6, 2020 (the “Effective Date”). Unless expressly stated herein, none of the number of our issued and outstanding shares of common stock (on a ratioCommon Stock presented in this report has been adjusted to reflect the Reverse Stock Split, since the Effective Date was after the end of 1:1) is approved.the quarter ended June 30, 2020.

 


F-15             


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

ITEM 2.  Management Discussion and Analysis of Financial Condition and Results of Operations.  


Safe Harbor Statement


This report on Form 10-Qdocument contains certain forward-looking statements.“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions,federal and state securities laws, including, but not limited to, any projections of earnings, revenues,revenue or other financial items; any statements of the plans, strategies and objectives of management for future operation;operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statementstatements of assumptions underlying any of the foregoing. Such

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect”, “anticipate”, “hope” 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 subject to inherent risks and uncertainties, andreasonable, actual results could differ materially from those anticipated by theprojected or assumed in any of our forward-looking statements.


These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors.  These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements.  The following discusses ourfuture financial condition and results of operations, based uponas 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 commence a new nasal spray product business, including without limitation the ability to receive regulatory approval in all geographic markets where we intend to distribute and sell our product;

risks related to our ability to pursue an alternate business strategy in combination with, or instead of, commencing a new nasal spray product business;

our ability to purchase the raw materials, if any, needed to manufacture our product;

our ability to market successfully our product, including consumer acceptance of our product given the limited claims we intend to make about its healthful effects and significant competition with other similar products;

industry-wide market factors and regulatory and other developments affecting our operations;

our ability to obtain adequate funding to commence a new nasal spray product business or pursue an alternate business strategy in combination with, or instead of, commencing our new nasal spray product business;

certain disputes with previous management of our company, which disputes, among other things, affect amounts claimed by one party against the other;

our ability to fund litigation or other dispute resolution processes in the United States and/or other countries to prosecute or defend various disputes, including disputes with previous management;

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;

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 shopping and 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.

Overview

During our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States.  It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.


The following discussion should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q.  The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.


Overview


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

During our historic period, we were in the development stage with no significant revenues.  The Company’s initial operations included organization, capital formation, target markets identification and developing marketing plans. At some point, which we believe may have commenced beginning approximately mid- to late-2016, previous management ceased operating our original business. We have not had any revenues from operations since that time. 

As previously reported, we had planned to import enzyme supplements from the United States for sale in Taiwan. The process of applying for a supplement import license from Taiwan’s Ministry of Economic Affairs and the Taiwan Food and Drug Administration (“FDA”) usually takes approximately more than one year. Due to the COVID-19 pandemic, all non COVID-19 related matters have been delayed or are taking longer than usual in Taiwan since 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, our current management, which took office in March 2020, decided to abandon the plan to restart our enzyme products business.

Plan of Operations

The following plan of operations is tentative and subject to change, including but not limited to delays we are specifically formulated forfacing, and expect to continue to face, dealing with governmental agencies and other regulators as a result of reduced operations resulting from the COVID-19 pandemic. Management and the Board of Directors may amend or abandon at any time our marketingnew plan of operations, which itself in its earliest phase.

Nasal Spray Product

Management is in the preliminary stage of developing a new business plan to sell and distribution under contract manufacturing arrangements.  There are two contracted OEM manufacturers, onedistribute Physiological Sea Water and Nasal Spray in Taiwan and the United States. The nasal spray is a composition of isotonic PH of crystals of sea water diluted in purified water and aerosol cans. The nasal spray is market ready and similar products are currently being sold in China.

Saline nasal sprays can be used to moisturize dry sinus cavities and help remove debris or pollens from the nose. The nasal spray is comprised of water and salt or sodium. It is less expensive than other options and be easily applied at home. We believe that Physiological Sea Water Nasal Spray may provide certain relief from common nasal congestion, flush out irritants, and moisturize dry nasal passages related to allergies, colds, flu and sinusitis. However, the nasal spray is not a medical treatment for any health condition or illness, including without limitation allergies, colds, flu and sinusitis, and will not be labeled as having a therapeutic purpose.

Preliminarily, we estimate that we will need approximately $500,000 to fund our new plan of operations over the next 12 months, including without limitation permit applications with the national FDA in each country where we intend to sell our product, manufacturing costs, marketing expenses and advertising costs. We do not have such funds available and there is no commitment to fund such amount, or any amount, that we need to meet our expenses and pursue our new plan of operations.

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Manufacturing

We currently do not have our own production plant to make the nasal spray. We intend to outsource the production of the nasal spray to third party manufacturers, using our label for branding purposes.


We have identified a manufacturer in Shanghai, China to produce the nasal spray for us. Because manufacture of the nasal spray does not involve complex processes, we believe that we will be able to find additional manufacturers if and when necessary or alternative manufacturers if the identified manufacturer in Shanghai is not available. Because the ingredients contained in the nasal spray are not scarce, we do not believe that we will be subject to scarcity of raw materials or that these raw materials will be subject to inflationary pressures.

We estimate that we may spend up to approximately $300,000 for equipment and up to approximately $100,000 for various manufacturing costs, in order to commence the nasal spray business.

Marketing

We plan to distribute the nasal spray through online sales platform and distributors in Taiwan to sell our product in retail stores. Subject to FDA approval in the United States, we also plan to market the product to wholesalers in the United States. We have contracted with Specialty Enzymeswill explore the market and Biochemicals Co. (Advanced Supplemental Therapies or AST Enzymes)sales channels beginning in this pre-operational period. We are still developing a more detailed marketing timeline for the nasal spray.

We also intend to establish wholesale distribution channels through distributors of health care products.  Another sales channel for us to pursue is through third-party online retailing.  Our goal is for the product to be sold through wholesale channels to national chain stores as well as online sales platform. We currently do not plan to have the nasal spray sold through our OEM Manufacturerwebsite.

We estimate that we may spend expect to spend up to approximately $100,000 various operational expenses, including marketing costs, which may include sampling giveaway/testing, on-line marketing and printed marketing materials.

Competition

The Physiological Sea Water Nasal Spray, and comparable products to the one we intend to manufacture and market, have an extremely low barrier to entry. Products similar to the nasal spray we intend to manufacture and market are currently being widely sold in the market under many different trade names. Therefore, we will face intense competition in the marketing of the product with many companies, a number of which have been in business much longer than we have and have substantially greater financial and other resources than we have.

Regulation

Our nasal spray will require certain regulatory compliance, including FDA approval, in each of the countries where we intend to sell the nasal spray. We are currently in the earliest stage of seeking professional assistance in understanding the requirements and the application process for both Taiwan and the United States to determine all necessary steps required with each country’s FDA in order to properly disclose the ingredients, usage and other related disclosures regarding the product, to obtain regulatory approval.

The nature and extent of regulatory compliance may vary based on the specific claims we make. Management intends to file import permits in Taiwan and the United States, although the process has been delayed due to a shortage of funds and the continuing effects on business and government of the COVID-19 pandemic.

Intellectual Property

We do not believe that the ingredients contained in the nasal spray, the formulation of the nasal spray or the spray bottles, have any protectable intellectual property, meaning there are no patents we can file on the process of producing the product, the product itself or the container or delivery system of the product. However, we intend to register one or more trademarks under our name for branding purposes.


Results of Operations

Three -Month Period Ended June 30, 2020 compared to the Three-Month Period Ended June 30, 2019

Revenues

We did not generate any revenues during the three-month period ended June 30, 2020 and 2019. Our former operating subsidiary, GESPL, ceased operation in 2016. 

Operating Expenses

We incurred total operating expenses of $80,229 and $72,501 for the three-month periods ended June 30, 2020 and 2019, respectively. Our operating expenses consist of professional fees, payroll expenses, rent and miscellaneous overhead, including bank charges, license and permits. The increase in operating expenses for the three-month period ended June 30, 2020 compared to the same period ended in 2019 was primarily due to increase in officers’ compensation for our new officers, who took office in April 2020.

Net Loss

As a result of the above, our net loss increased from $72,670 in the three-month period ended June 30, 2019 to $80,534 in the same period ended in 2020.

Nine-Month Period Ended June 30, 2020 compared to the Nine-Month Period Ended June 30, 2019

Revenues

We did not generate any revenues during the nine-month periods ended June 30, 2020 and 2019. Our former operating subsidiary, GESPL, ceased operation in 2016. 

Operating Expenses

We incurred total operating expenses of $235,043 and $221,372 for the nine-month periods ended June 30, 2020 and 2019, respectively. Our operating expenses consist of professional fees, payroll expenses, rent and miscellaneous overhead, including bank charges, license and permits. The increase in operating expenses for the nine-month period ended June 30, 2020 compared to the nine-month period ended June 30, 2019 was primarily due to increase in officers’ compensation for our new officers, who took office in March 2020.

Net Loss

As a result of the above, our net loss increased from $221,440 in the nine-month period ended June 30, 2019 to $235,433 in the nine-month period ended June 30, 2020.

Effect of the COVID-19 Pandemic on our Business

We have been affected by the COVID-19 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, although that decision was largely made prior to the full impact of the COVID-19 pandemic. Our personnel are in Taiwan, which has been relatively less affected by the pandemic compared to many other countries in Asia, Europe and the United States. TheyNonetheless, we expect to experience delays, in obtaining business licenses and permits, and any other governmental approvals that may be required, since government offices are located in Chino, California.continuing to work with reduced staff during the pandemic.

 

While our liquidity and capital resources are severely limited and present serious obstacles to starting our nasal spray business, these limitations are unrelated to the pandemic and resulting global economic crisis.


Nonetheless, 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 our nasal spray product business. 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 when we start to market our nasal spray product.

Liquidity and Capital Resources


Working Capital

  June 30,  September 30, 
  2020  2019 
Current Assets $23,552  $121,707 
Current Liabilities  490,523   354,051 
Working Capital Deficit $(466,971) $(232,344)

As of June 30, 2014,2020, we had cash and cash equivalents of $366,082$23,552 and a working capital surplusdeficit of $158,182.  $466,971. In comparison, as of September 30, 2019, we had cash and cash equivalents of $121,657 and a working capital deficit of $232,344.

As of June 30, 2014 our2020, we had total assets of $23,552, compared with total assets of $121,707 at September 30, 2019. The decrease in total assets was primarily due to decrease in cash and cash equivalents.

We had $490,523 in total current liabilities as of June 30, 2020, consisting of $128,456 in accounts payable, $264,568 due to related parties, $65,410 in notes payable – related party, and $32,089 in accrued expenses. This is compared to total current liabilities of $354,051 as of September 30, 2019, which included $128,971 in accounts payable, $211,383 due to related parties and $13,697 in accrued expenses. The increase in due to related parties was primarily due to unpaid compensation to officers and directors.

We had a total stockholders’ deficiency of $466,971 and an accumulated deficit was $4,724,750.  Forof $8,082,713 as of June 30, 2020. In comparison, we had a total stockholders’ deficiency of $232,344 and an accumulated deficit of $7,847,280 as of September 30, 2019

During the nine monthsquarter ended June 30, 20142020, our President and Chief Executive Officer, Jui Pin Lin, loaned us the aggregate principal amount of $65,410, primarily to pay our expenses. On April 24, 2020, Mr. Lin loaned us the principal amount of $25,000 (the “April 2020 Loan”). The April 2020 Loan bears simple interest at a rate of 1% per annum and is payable as to both principal and interest on October 24, 2020 (the “April 2020 Loan Maturity Date”). On May 18, 2020, Mr. Lin loaned us the additional principal amount of $40,410 (the “May 2020 Loan”). The May 2020 Loan bears simple interest at a rate of 4% per annum and is payable as to both principal and interest on November 18, 2020 (the “May 2020 Loan Maturity Date”).

Following the end of the third quarter, on July 3, 2020, Mr. Lin loaned us the additional principal amount of $20,000 (the “July 2020 Loan”), primarily to pay the Company’s expenses. The July 2020 Loan bears simple interest at a rate of 4% per annum and is payable as to both principal and interest on January 3, 2021 (the “July 2020 Loan Maturity Date”).

Mr. Lin, as the holder of the promissory notes evidencing the April 2020 Loan, the May 2020 Loan and the July 2020 Loan (collectively, the “Notes”), may, at his sole option, convert (a “Voluntary Conversion”) the outstanding principal and accrued and unpaid interested on the Notes into shares of our Common Stock at a rate of $0.05 per share.

The Notes also provide for events of default and remedies in such event, including without limitation interest at a rate equal to the lesser of 10% per annum or the maximum interest rate allowed under usury or other similar laws from the respective maturity date of the April 2020 Loan, the May 2020 Loan and the July 2020 Loan until the related Note is paid in full. The Notes also contain other terms and conditions typical for a transaction of this type. There is no commitment from Mr. Lin, or anyone else, to continue to fund our expenses.

18

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. As a result of the Reverse Stock Split, there are 91,249,120 shares of our Common Stock outstanding as of August 13, 2020. Unless expressly stated in this report, no amounts presented in this report have been adjusted to reflect the Reverse Stock Split, since it became effective after the end of the quarter ended June 30, 2020.

The Reverse Stock Split did not have any effect on the stated par value of our Common Stock. The rights and privileges of the holders of shares of Common Stock are unaffected by the Reverse Stock Split. All of our options, warrants and convertible securities 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.

Cash Flows

  Nine months
ended
June 30,
2020
  Nine months ended
June 30,
2019
 
Cash flows (used in) provided by operating activities $(163,515) $59,008 
Cash flows provided by investing activities  -   - 
Cash flows provided by financing activities  65,410   - 
Net increase (decrease) in cash during period $(98,105) $59,008 

During the nine-month period ended June 30, 2020, we used $163,515 of cash in operating activities which was attributable primarily to our net loss was $2,070,410 compared to $828,765of $235,433 offset by the change in operating assets and liabilities of $71,918. In comparison, during the samenine-month period in 2013.  This increase was due mostly to our increased operations in 2014.


Our loss was funded by proceeds from the sale of our common stock.  During the nine months ended June 30, 2014,2019, we raised in net proceeds $825,000 through financing activities and ourreceived $59,008 of cash position decreased by $504,564.  


We used net cash of $1,327,071 in operating activities forwhich was attributable to our net loss of $221,439 and the nine monthschange in operating assets and liabilities of $280,447.

With respect to our investing activities, we had no cash activity in either period presented and we do not anticipate any significant capital expenditures in the near future as such items are not required by us at this time.

During the nine-month period ended June 30, 2014 compared2020, we received $65,410 from notes payable – related party. Our President and Chief Executive Officer, Jui Pin Lin, loaned us the aggregate principal amount of $65,410, primarily to net cashpay our expenses. The April 2020 Loan is in the principal amount of $1,030,712$25,000, bears simple interest at a rate of 1% per annum and is payable as to both principal and interest on the April 2020 Loan Maturity Date. The May 2020 Loan is in operatingthe principal amount of $40,410, bears simple interest at a rate of 4% per annum and is payable as to both principal and interest on the May 2020 Loan Maturity Date. With respect to our financing activities, for the same period in 2013.  We used net cash of $4,802 in investing activities for the nine months ended June 30, 2014 compared to $10,378 during the same period in 2013.  The effect of exchange rates on cash was an increase in cash of $2,309 for the nine months ended June 30, 2014 compared to a decrease of $16,231 during the nine months ended June 30, 2013.


During the nine months ended June 30, 2014 our monthly cash requirement was approximately $147,452, compared to approximately $114,524 for the same period in 2013.


We plan to implement the sole distributorship agreement we had signed and to enter into formal sole distributorship agreement with other country sole distributors.  We plan to promote, market, distribute and export our range of enzyme products to the Asian market, to begin with Taiwan and then to China.no cash activity in either period presented.



We expect to require a total of approximately $1,763,864 to fully carry out ourThere is substantial doubt that we can continue as an ongoing business plan overfor the next twelve months beginning September 2014unless we obtain additional capital to pay our expenses as set out in this table:


Description

Estimated Expense

Inventory

$1,263,864

General Administration, Sales and Marketing Overhead                      

$250,000

Sales, Advertising and Promotional Support Overhead

$250,000

Total

$1,763,864


they become due. We intenddo not anticipate any significant additional revenue until and unless we begin to meetexecute on our cash requirements forplan of operations involving the next 12 months through external sources: a combinationstart of debt financing and equity financing through private placements.  We are currently not in good short-term financial standing.  We anticipate that we may not generate any revenues in the near future and we will not have enough positive internal operating cash flow until we can generate substantial revenues, which may take the next few years to fully realize.our new nasal spray business. There is no assurance that we will achieve profitable operations.  We have historically financed our operations primarily by cash flows generated from the sale of our equity securities and through cash infusions from officers and outside investors in exchange for debt and/or common stock.


Theseever reach that stage. The condensed consolidated financial statements have been prepared onpresented herein do not include any adjustments relating to the assumptionrecoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that we arecannot continue as a going concern, meaning we will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.  Different bases of measurement may be appropriate when a company is not expectedconcern.

Our ability to continue operations for the foreseeable future.  Our continuation as a going concern is dependent upon our ability to attainsuccessfully execute our business plan and generate profitable operations in the future, and, generate funds there-from,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 raise equitydebt. While we have received certain loans from our President and Chief Executive Officer, Jui Pin (John) Lin, there is no standing commitment from Mr. Lin, or any person, for any such capital and there can be no assurances that capital will be available to us on favorable terms, or borrowings sufficientat all. Our failure to meet currentobtain adequate funding would be detrimental to us and future obligations.  Management plansresult 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. We currently estimate that we will need to raise equity financingsadditional capital of approximately $500,000 to start our new nasal spray business over the next twelve months12 months. We are exploring options of raising additional capital through issuing more Common Stock or other securities, including debt, convertible into Common Stock  If and when appropriate, we will also consider raising capital from strategic alliance partners, which will not only provide needed additional capital but also potentially provide additional market access through deepening ties with our strategic partners. There are no agreements, arrangements or understandings in place with respect to finance operations.raising any additional capital from any person. There iscan be no guaranteeassurance that we will be able to completeraise 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 condensed 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 condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these objectives.condensed 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 have incurred lossescontinually 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 operations since inceptionother sources. Any future changes to these estimates and at June 30, 2014, have an accumulated deficit that creates substantial doubt aboutassumptions could cause a material change to our ability to continue as a going concern.


4             


Resultsreported amounts of Operations forrevenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. For the three monthsthree- and nine-month periods ended June 30, 2014 compared2020 and 2019, no significant estimates and assumptions have been made in the condensed consolidated financial statements. The following are some of the critical accounting policies in relation to the three monthspreparation of the condensed consolidated financial statements. For a full summary of our critical accounting policies, please refer to Note 2 of Notes to Condensed Consolidated Financial Statements. 

20

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).

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 Condensed 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 our Singapore subsidiary, which are prepared using the Singapore Dollar, 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 0.7176 and 0.7236 as of June 30, 2020 and September 30, 2019, respectively. Revenue and expenses are translated using average exchange rates prevailing during each reporting period. The 0.7212 and 0.7328 average exchange rates were used to translate revenues and expenses for the nine-month periods ended June 30, 20132020 and 2019. Stockholders’ equity (deficiency) is translated at historical exchange rates. Adjustments resulting from inception to June 30, 2014.


Limited Revenues


Since our inception on June 21, 2010 to June 30, 2014, we have earned limited revenue of $363,314.  As of June 30, 2014, we have an accumulated deficit of $4,724,750 and we did earned revenues of $25,647 during the three months ending on June 30, 2014.  At this time, our ability to generate any significant revenues continues to be uncertain.  Our financial statements contain an additional explanatory paragraph in Note 3, which identifies issues that raise substantial doubt about our ability to continuetranslation are recorded as a going concern.  Our financial statements do not include any adjustment that might result from the outcomeseparate component of this uncertainty.accumulated other comprehensive income (loss) in stockholders’ equity (deficiency).


ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Net LossNot required for smaller reporting companies.


ITEM 4.CONTROLS AND PROCEDURES.

We incurred a net lossEvaluation of $367,960 for the three months ended June 30, 2014, compared to a net loss of $172,716 for the same period in 2013.  This increase in net loss is mostly due to increased operating expenses.  From inception on June 21, 2010 to June 30, 2014, we have incurred a net loss of $4,724,750.  Our basicDisclosure Controls and diluted loss per share was ($0.00) for the three months ended June 30, 2014, and ($0.00) for the same period in 2013.  


Expenses


Our total operating expenses increased from $225,556 to $413,394 for the three months ended June 30, 2014 compared to the same period in 2013.  This increase in expenses is due to higher operating expenses.  Since our inception on June 21, 2010 to June 30, 2014, we have incurred total operating expenses of $4,893,728.


Our professional fees, consisting primarily of legal, accounting and auditing fees, decreased by $98,354 to $46,698 for the three months ended June 30, 2014 from $145,052 for the same period in 2013, mainly due to decreased legal and auditing services provided in the three month period ended June 30, 2014.  Since our inception on June 21, 2010 until June 30, 2014 we have spent $2,540,194 on professional fees.


Our rent expenses increased from $19,032 to $59,062 for three months ended June 30, 2014 compared to the same period in 2013.  Since our inception on June 21, 2010 until June 30, 2014 we have spent $330,214 on rent expenses.


Results of Operations for the nine months ended June 30, 2014 compared to the nine months ended June 30, 2013


Revenues


We earned revenues of $140,519 during the nine months ending on June 30, 2014, compared to revenues of $121,640 during the same period in 2013.  At this time, our ability to generate any significant revenues continues to be uncertain.


Net Loss


We incurred a net loss of $2,070,410 for the nine months ended June 30, 2014, compared to a net loss of $828,765 for the same period in 2013.  This increase in net loss is due to our increased operations in 2014.  Our basic and diluted loss per share was ($0. 01 ) for the nine months ended June 30, 2014, and ($0.00) for the same period in 2013.Procedures

 

Expenses


Our total operating expenses increased from $892,898 to $2,150,994 for the nine months ended June 30, 2014 compared to the same period in 2013.  This increase in expenses is due to higher operating expenses.


Our professional fees, consisting primarily of legal, accounting and auditing fees, increased by $752,402 to $1,151,691 for the nine months ended June 30, 2014 from $399,289 for the same period in 2013, mainly due to increased legal and auditing services provided in the nine month period ended June 30, 2014.


Our rent expenses increased from $42,021 to $167,314 for the nine months ended June 30, 2014 compared to the same period in 2013.


The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.


Off-Balance Sheet Arrangements


As of June 30, 2014, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.


5             

ITEM 3.  Quantitative and Qualitative Disclosure About Market Risks.


Not applicable.


ITEM 4.  Control and Procedures


Not applicable


ITEM 4T.  Control and Procedures.


Disclosuredisclosure controls and procedures have beenare designed to ensure that the information relating to our Company, including our consolidated subsidiaries, required to be disclosed byin our SEC reports is recorded, processed, summarized and reported within the Companytime periods specified in SEC rules and forms, and is collectedaccumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosures.  The Chief Executive Officerdisclosure. We conducted an evaluation, under the supervision and with the Chief Financial Officer have concluded, based on their evaluationparticipation 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 June 30, 2014the end of the period covered by this annual report. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as a result of the following material weaknesses in internal control over financial reporting,evaluation date, our disclosure controls and procedures were not effective due to material weaknesses in providingour internal control over financial reporting, as described below.

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 material information is made knowntransactions are recorded as necessary to them by others within the Company:


(a)    We did not maintain sufficient personnelpermit preparation of condensed consolidated financial statements in accordance with an appropriate level of technical accounting knowledge, experience, and training in the application of generally accepted accounting principles, commensurateand 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 complexityassets that could have a material effect on the condensed consolidated financial statements. 

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

Inadequate Segregation of Duties: We have limited experience in the areasan inadequate number of financial reporting and disclosure controls andpersonnel to properly implement control procedures.  Also, we

22

Lack of Audit Committee: We do not have an independenta functioning audit committee.  As a result, therecommittee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

A material weakness is a lackdeficiency, or a combination of monitoring of thedeficiencies, in internal control over financial reporting, process andsuch that there is a reasonable possibility that a material misstatementsmisstatement of the consolidated financial statements, including disclosures, will not be preventedCompany’s annual or detected on a timely basis; and


(b)    Due to our small size, we do not have a proper segregation of duties in certain areas of our financial reporting process.  The areas where we have a lack of segregation of duties include cash receipts and disbursements, approval of purchases and approval of accounts payable invoices for payment.  This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of theinterim 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 June 30, 2020 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 condensed consolidated financial statements as of and for the three-month and nine-month period ended June 30, 2020.

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, will (1) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (2) consider appointing outside directors and audit committee members in the future.

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.


There wereOther than any changes noted above, there have been no changes in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2014period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


23

Limitations On The Effectiveness Of Internal Controls


Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.  An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of the control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Over time, control may become inadequate because of changes in conditions, and/or the degree of compliance with the policies or procedures may deteriorate.PART II

 


6           



PART II – OTHER INFORMATION


ITEM 1.LEGAL PROCEEDINGS

ITEM 1.  Legal Proceedings.

We are not currently a party to two legal proceedings.  The first legal proceedings is a civil claim we filed on March 14, 2014any lawsuit or proceeding which, in the District Court in the Districtopinion of Nevada against Taiwan Cell Energy Enzymes Corp (“TCEEC”) for breachmanagement, is likely to have a material adverse effect on us or our business.

ITEM 1A.RISK FACTORS

Not required of contract under clause 13.3.4.2 of the Sole Distributorship Agreement (General Outlet-Human Consumption) – Case 2:13-cv-00435-RCJ-CWH.  On April 30, 2014, the District Court in the District of Nevada entered a default against TCEEC and on May 17, 2014, a Motion for Default Judgment against TCEEC was filed.  The second legal proceedings, is a criminal complaint we filed on June 21, 2014 with the Taiwan Public Prosecutors Office against Chen Wen Hsu and Pi Lien Peng for breach of fiduciary duty, forgery and fraudulent misrepresentation.  smaller reporting companies.

Our address for service of process in Nevada is 4421 Edward Avenue, Las Vegas, Nevada 89108.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


ITEM 2.  Unregistered Sales of Equity Securities.


None.


ITEM 3.  Defaults Upon Senior Securities.


None.


ITEM 3.DEFAULTS UPON SENIOR SECURITIES

ITEM 4.  Submission of Matters to a Vote of Security Holders.


None.


ITEM 4.MINE SAFETY DISCLOSURES

ITEM 5.  Other Information.


Not applicable.

ITEM 5.OTHER INFORMATION

None.


ITEM 6.  Exhibits.


ITEM 6.EXHIBITS

Exhibit

Number

 No.

Exhibit

Description

31.1

31.1*

Certification ofby the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act 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.

32.1

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 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

2002.

EX-101.INS

101.INS*

XBRL Instance Document

EX-101.SCH

101.SCH*

XBRL Taxonomy Extension Schema

Document

EX-101.CAL

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase

Document

EX-101.LAB

101.LAB*

XBRL Taxonomy Extension Label Linkbase

Document

EX-101.PRE

XBRL Taxonomy Extension Presentation Linkbase

EX-101.DEF

XBRL Taxonomy Extension Definition Linkbase

 


7        

*Filed herewith.


24

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 ourits behalf by the undersigned, thereunto duly authorized.



GENUFOOD ENERGY ENZYMES CORP.

(REGISTRANT)


Date: August 21, 2014

19, 2020
By:

Per:   /s/ Yi Lung Lin

JUI PIN LIN

Yi LungJui Pin Lin

President & C.E.O.

and Chief Executive Officer



 

 

25

8 



Changes in Internal Control Over Financial Reporting