UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2014FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023

 

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

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. Baldwin 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 markSecurities registered pursuant to Section 12(b) of the Act: None

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

Check whether the registrantissuer (1) has 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES   NO

Indicate by check mark 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 filer o      Accelerated filer o     Non-accelerated filer o

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

If 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 oNoþYES    NO

 

APPLICABLE ONLY TO CORPORATE ISSUERS

AsState the number of August 19, 2014shares outstanding of each of the registrant had 429,186,859 sharesissuer’s classes of common stock outstanding.equity, as of the latest practicable date: 808,900,041 shares as of March 31, 2023. 

 

GENUFOOD ENERGY ENZYMES CORP.

FORM 10-Q FOR THE SIX-MONTH PERIOD ENDED MARCH 31, 2023

TABLE OF CONTENTS

Page
Number
PART I. FINANCIAL INFORMATION
ITEM 1.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS1
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS13
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK18
ITEM 4.CONTROLS AND PROCEDURES18
PART II. OTHER INFORMATION20
ITEM 1.LEGAL PROCEEDINGS20
ITEM 1A.RISK FACTORS20
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS20
ITEM 3.DEFAULTS UPON SENIOR SECURITIES20
ITEM 4.MINE SAFETY DISCLOSURES20
ITEM 5.OTHER INFORMATION20
ITEM 6.EXHIBITS21

Table of Contents

 

i

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 -CONDENSED CONSOLIDATED FINANCIAL INFORMATIONSTATEMENTS


Genufood Energy Enzymes Corp.

(A Development Stage Company)GENUFOOD ENERGY ENZYMES CORPORATION


June 30, 2014CONDENSED CONSOLIDATED BALANCE SHEETS


  March 31,  September 30, 
  2023  2022 
  (Unaudited)  (Restated) 
ASSETS      
CURRENT ASSETS      
Cash and cash equivalents $311,133  $136,400 
Prepayment  9,537   14,493 
Total Current Assets  320,670   150,893 
Equipment  20,167   - 
Total Assets $340,837  $150,893 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
CURRENT LIABILITIES        
Accounts payable $100,115  $102,185 
Accrued expenses  40   - 
Due to related parties  4,776   102,831 
Total Current Liabilities  104,931   205,016 
         
Commitment and contingencies (Note 9)  30,726   29,226 
         
STOCKHOLDERS’ EQUITY (DEFICIT)        
Common stock; $0.001 par value; 10,000,000,000 shares authorized; 808,900,041 and 299,686,921 shares issued and outstanding as of March 31, 2023 and September 30, 2022, respectively  808,900   299,687 
Additional paid-in capital  16,952,092   16,927,592 
Discount on common stock  (7,241,581)  (7,241,581)
Accumulated deficit  (10,314,231)  (9,875,489)
Accumulated other comprehensive loss  -   (193,558)
Total Stockholders’ Equity (Deficit)  205,180   (83,349)
         
Total Liabilities and Stockholders’ Equity $340,837  $150,893 

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



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 statementsstatements.

1

GENUFOOD ENERGY ENZYMES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

  For the Three Months Ended March 31,  For the Six Months Ended March 31, 
  2023  2022  2023  2022 
REVENUE $-  $-  $-  $- 
                 
OPERATING EXPENSES                
General and administrative expenses  95,839   62,085   244,834   165,425 
Total operating expenses  95,839   62,085   244,834   165,425 
                 
LOSS FROM OPERATIONS  (95,839)  (62,085)  (244,834)  (165,425)
                 
OTHER INCOME (EXPENSE)                
Interest income (expense)  -   2   -   3 
Loss on disposal of subsidiary  (192,365)  -   (192,365)  - 
Foreign currency income (loss)  -   4   (43)  6 
Other non-operating income (expenses), net  (750)  (1,145)  (1,500)  (1,895)
Total other (expense) income  (193,115)  (1,139)  (193,908)  (1,886)
                 
Loss before income taxes  (288,954)  (63,224)  (438,742)  (167,311)
                 
Provision for income taxes  -   -   -   - 
                 
NET LOSS  (288,954)  (63,224)  (438,742)  (167,311)
                 
OTHER COMPREHENSIVE INCOME (LOSS)                
Foreign currency transaction adjustments  193,643   6   193,558   (2)
                 
COMPREHENSIVE LOSS $(95,311) $(63,218) $(245,184) $(167,313)
                 
BASIC & DILUTED LOSS PER SHARE   *    *    *    * 
                 
WEIGHTED AVERAGE NUMBER OF ORGINARY SHARES-BASIC & DILUTED  473,950,309   299,686,921   385,390,227   299,686,921 

F-1             

*
Less than $0.01 per share




GENUFOOD ENERGY ENZYMES CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(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             



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 statementsstatements.

 


F-3             



2

GENUFOOD ENERGY ENZYMES CORPORATION

CONDENSED CONSOILDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

  Common Stock  Additional  Discount on     Accumulated Other  Total 
  Number of    Paid-in-  common  Accumulated  Comprehensive  Stockholders’ 
  Shares  Amount  Capital  stock  Deficit  Income (loss)  Equity 
Balance at September 30, 2022 (restated)  299,686,921  $299,687  $16,927,592  $(7,241,581) $(9,875,489) $(193,558) $(83,349)
Foreign currency translation                      (85)  (85)
Stock based compensation (restated)          18,750               18,750 
Net loss (restated)                  (149,788)      (149,788)
Balance at December 31, 2022 (restated)  299,686,921   299,687   16,946,342   (7,241,581)  (10,025,277)  (193,643)  (214,472)
Common stock issued  375,000,000   375,000   (13,000)              362,000 
Issuance of common stock for debt conversion  134,213,120   134,213                   134,213 
Stock-based compensation          18,750               18,750 
Disposal of subsidiary                      193,643   193,643 
Net loss                  (288,954)      (288,954)
Balance at March 31, 2023  808,900,041  $808,900  $16,952,092  $(7,241,581) $(10,314,231) $-  $205,180 

              Accumulated    
  Common Stock  Additional  Discount on     Other  Total 
  Number of    Paid-in-  common  Accumulated  Comprehensive  Stockholders’ 
  Shares  Amount  Capital  stock  Deficit  Income (loss)  Equity 
Balance at September 30, 2021  299,686,921  $299,687  $16,911,770  $(7,241,581) $(9,522,821) $(193,583) $253,472 
Foreign currency translation                      (8)  (8)
Net loss                  (104,087)      (104,087)
Balance at December 31, 2021  299,686,921   299,687   16,911,770   (7,241,581)  (9,626,908)  (193,591)  149,377 
Foreign currency translation                      6   6 
Net loss                  (63,224)      (63,224)
Balance at March 31, 2022  299,686,921  $299,687  $16,911,770  $(7,241,581) $(9,690,132) $(193,585) $86,159 

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

3

GENUFOOD ENERGY ENZYMES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  For the Six Months Ended March 31, 
  2023  2022 
CASH FLOWS FROM OPERATING ACTIVITIES      
Net loss $(438,742) $(167,311)
Adjustments to reconcile net loss to net cash used in operating activities        
Stock-based compensation  37,500   - 
Loss on disposal of subsidiary  192,365   - 
Change in operating assets and liabilities        
Prepayment  4,956   4,887 
Accounts payable  323   (3,307)
Accrued expenses  40   (1,590)
Due to related parties  34,958   49,515 
Commitment and contingencies  1,500   1,500 
Net cash used in operating activities  (167,100)  (116,306)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Purchase of equipment  (20,167)  - 
Proceeds from sale of Hukui investment  -   350,000 
Net cash (used in) provided by financing activities  (20,167)  350,000 
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from issuance of common stock  362,000   - 
Net cash provided by financing activities  362,000   - 
         
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  174,733   233,694 
         
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD  136,400   9,271 
         
CASH AND CASH EQUIVALENTS - END OF PERIOD $311,133  $242,965 
         
SUPPLEMENTAL DISCLOSURE OF CASHFLOW INFORMATION        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $- 
         
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:        
Issuance of common stock for debt conversion $134,213  $- 

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

4

GENUFOOD ENERGY ENZYMES CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 (A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements


NOTE 1- BASIS OF PRESENTATION1 – GENERAL ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIESBUSINESS

 

Organization and Business Operations

GenuFoodGenufood Energy Enzymes Corp., USA (the “Company” or “GEEC”) was incorporated under the laws of the State of Nevada on June 21, 2010. GEEC is a start-up company and its main focus is to promote market, distribute 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 Patent 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.

The Company’s objective is 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 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.


On May 24, 2011, GEEC Internet Sales (Private) Limited (“GEECIS”), a wholly owned subsidiary of GEEC, was established in the Democratic Socialist Republic of Sri Lanka.  GEECIS is 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 andGEEC incorporated a wholly ownedwholly-owned subsidiary, company, GEECGenufood Enzymes (S) Pte Ltd (GESPL)(“GESPL”) in Singapore, which has been dissolved on January 9, 2023.

Since its inception, the Company has always been in the development stage and never generated significant revenues. The Company is currently developing business in Electric Vehicle Charge station. The Company has engaged in business agreements and development with a view to bevarious parties. During the Sole Country Distributorsix months ended March 31, 2023, the Company has initiated its electric vehicle charging station business.

The Company made two investments in Hukui Biotechnology Corporation (“Hukui”) by purchasing 80,000 shares of Hukui’s Series C Preferred Stock for ProCellax$800,000 on December 15, 2020; and ProAnilax in Singapore. GESPL has started initial test marketingpurchasing 60,000 shares of Hukui’s Series C Preferred Stock for $600,000 on June 25, 2021. The Company, an individual and resident of the rangeRepublic of ProCellax enzymes products.


On May 2, 2013, GESPLChina (the “Purchaser”), and Hukui, entered into a LeaseStock Purchase Agreement with Harmony Convention Holdings Pte Ltddated as of November 17, 2021, pursuant to lease a store premises at Suntec City Mallwhich the Company agreed to sell these 140,000 shares of Hukui’s Series C Preferred Stock (the “Hukui Shares”) to the Purchaser for a period$350,000 in cash, or $2.50 per share. The sale of three years.the Hukui Shares closed on November 19, 2021.


On August 8, 2013, GEECIS changed1, 2022, the company name from GEEC Internet Sales (Private) Limited to Genufood Enzymes Lanka (Private) Limited (“GELPL”).


On April 9, 2014, GESPL entered into a License Agreement with City Square Mall, City Developments Limited to lease a pushcart store for a periodboard 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 accountsdirectors (the “Board”) of the Company unanimously approved to expand our business in the area of electric vehicle supply equipment (“EVSE”) and will direct the management team to implement its wholly-owned subsidiaries.  All significant inter-company accountsnew business plan in such industry. On August 16, 2022, the Company formally announced its intention to reposition as EVSE solutions provider, seeking to grow business in EVSE industry, including building, owning, and transactions have been eliminatedoperating the next generation of electric vehicle charging stations in consolidation.the U.S. The Company intends to bring convenient, reliable, and accessible charging experience to electric vehicle drivers, utilizing frictionless technology and carbon-neutral vehicle-charging infrastructure.

The

On October 26, 2022, the Company entered into three Charging Station Site Host Agreements (the “Agreements”) with two institutions (the “Site Hosts”), respectively, pursuant to which the Site Hosts agree to allow the Company to install its electric vehicle charging stations at the locations set forth in the Agreements (the “Charging Stations”). Under the Agreements, the Company has agreed to share the revenue generated by the sales of electricity at the Charging Stations with the Site Hosts.

As of March 31, 2023, the Company has purchased certain electric vehicle charging equipment. Furthermore, the Company is in its development stage with no significant revenues.  The Company’s initial operations include organization, capital formation, target markets identificationthe process of obtaining permits to construct the Charging Stations at the three confirmed sites. As of March 31, 2023, the Company contracted an architectural firm on providing designing and developing marketing plans.  engineering services for two sites, and working on technical issues for the third site.

 

As of February 13, 2023, the Company has received the finalized site plans and electrical diagrams from the architectural firm and electrical engineers for 2 sites. The Company’s fiscal year end is September 30.Company has also received permission from the site owners to proceed with the charging station construction permit applications with the local municipalities.

 

F-4             

5

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 (“US GAAP”). The accompanying 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, 2023. These 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, 2022. 

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 wholly-owned subsidiary of the Company did not have business activities prior to its dissolution.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

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 March 31, 2023 and earned when allSeptember 30, 2022, the Company did not have cash equivalents. The Company’s cash was denominated in United States Dollars (“USD”) or New Taiwan Dollars (“TWD”) and was placed with banks in the United States of America and Taiwan.

6

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 and due to related parties. The carrying amounts of such financial instruments in the products have been shippedaccompanying 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 0.7996 and 0.8060.6970 as of JuneSeptember 30, 2014 and 2013, respectively.2022. Revenue and expenses are translated using average exchange rates prevailing during each reporting period. The 0.7953 and 0.80810.7383 average exchange rates were used to translate revenues and expenses for the reporting periodsix months ended June 30, 2014 and 2013.March 31, 2022. Stockholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive incomeloss in stockholders’ equity.deficit.

 

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 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.Business Segments

 

Cash and Cash EquivalentsThe Company operates in only one segment.

 

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 cash in banks, $327,549 of which with 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. 

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).

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 change 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 improvement 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 value 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 EarningsIncome (Loss) Per Share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic net earnings (loss)loss per common share areis computed by dividing the net earnings (loss)loss by the weighted-average number of common shares outstanding during the period. Diluted net earningsincome (loss) per common share is determined usingcomputed similar to basic income (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 forsix months ended March 31, 2023 and 2022.

7

Discounts on Common Stock

Common stock issued lower than the dilutive effectCompany’s par value is treated as common stock issued under discounts. The portion of the discount is shown separately as a deduction from the Company’s account of common stock 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.Income Taxes

 

ForIncome taxes are accounted for under the nine months ended June 30, 2014asset and 2013,liability method. Deferred tax assets and liabilities are recognized for the Company did not record any stock-based compensationfuture tax consequences attributable to employeesdifferences 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 non-employees.

Income Taxes

settled. The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes.  Under FASB ASC Topic 740,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 six months ended March 31, 2023 and 2022 since the Company is in developing stage and did not generate any revenues in the two fiscal periods.

8

Recent Accounting Pronouncements

 

The Company doesconsiders the applicability and impact of all Accounting Standards Updates (“ASUs” or “ASU”) on the Company’s consolidated financial statements. Updates not expectlisted below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations. Recently issued ASUs that the adoption of recently issued accounting pronouncements will have a material impact on its financial position, results of operations, or cash flows.Company feels may be applicable to the Company are as follows:

 

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

NOTE 3 – GOING CONCERN

 

The Company is a development stage company and has incurred a cumulative net loss since inception of $4,724,750.  As of JuneMarch 31, 2023 and September 30, , 2014,2022, 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.$10,314,231 and $9,875,489, respectively. To date, the Company’s cash flow requirements have been primarily met through proceeds received from sales of its common stock.  The ability of the Company to emerge from the development stage is dependent upon the Company's successful efforts to raise sufficient capitalstock and attain profitable operations.

Management’s plan includes obtaining additional funds by increasing revenuesinvestment. These 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 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.going concern.

The Company sold the 140,000 Hukui Shares for $350,000 in cash on November 19, 2021. The proceeds have been used for operation expenses. Management is currently seeking additional funds for future operation.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment (PP&E) asAs of June 30, 2014March 31, 2023, and September 30, 2013 consisted2022 the Company had equipment of the computer$20,167 and $0, respectively, consisting of equipment and software, furniture and leasehold improvement with useful life of 3 or 5 years.  Balances for the PP&E as of June 30, 2014 and September 30, 2013 were as follows:to be installed at its electric vehicle charging stations.

 

 

 

 

 

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             

NOTE 5 – TRADEMARKSINVESTMENT

 

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

On November 17, 2021, the Company entered into a stock purchase agreement to sell all 140,000 Hukui Shares at $2.50 per share for a total of $350,000, The sale was completed on November 19, 2021, resulting in loss of $1,050,000. The Company filed applications for trademarks on three of its products in their target markets: the United States, Singapore, Thailand, Hong Kong, Taiwan, Macau, Sri Lanka and Malaysia.  As 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.  As 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.  During the nine months ended June 30, 2014 and 2013, 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.

NOTE 6 – COMMON STOCK

The total 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 as 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 costrecognized impairment loss of the future S-1 offering.  As a result of this transaction, additional paid in capital was reduced for themarket value of the shares equal to $37,500,000.  This reduction was offset by recording an increase to common stock according to the par value of the shares issued equal to $150,000, and increasing additional paid in capital by $37,350,000.  Due 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$1,050,000 for $150,000 and an increase to the value of common stock for $150,000.  In addition to this share issuance, the Company issued an additional 50,000,000 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.

Risk 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, 20122021.

NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

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

Stock Options

On July 15, 2022, the Company sold 10,000,000CEO, David Tang, was granted 15,000,000 options to purchase shares at $0.01 per share. As of March 31, 2023, total options granted was 15,000,000 and none was vested. This option will be subject to a vesting schedule providing for $0.30 per share for total proceedstwenty-five percent (25%) vesting after the first twelve (12) months of $3,000,000.  Of this amount $888,700 was collectedemployment and monthly vesting as to the remaining seventy-five percent (75%) of the shares over the following thirty-six (36) months after the first anniversary of the employment commencement date. These stock options are exercisable over a maximum period of 10 years from the grant date. The weighted average grant date fair value of options granted during the year ended September 30, 2012 leaving $2,111,300 outstanding as2022 was $0.02.

9

Compensation costs associated with the Company’s stock options are recognized, based on the grant-date fair value of September 30, 2012.  Of this amount, $155,000these options, over the requisite service period, or vesting period. Accordingly, the Company recognized stock-based compensation expense of $37,500 and $0, respectively, which was collected duringincluded in the general and administrative expenses in the condensed consolidated statements of operations for the six months ended March 31, 20132023 and the remaining $1,956,300 was held as a subscription receivable at March 31, 2013.  2022.

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 executionfair value of the term sheetstock options listed above was determined using the Company was required to pay $15,000 in cash and issue shares worth $150,000.  These amounts were recorded as offering costs based onBlack-Scholes option pricing model with 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 forfollowing assumptions: 

March 31,
2023
Risk-free interest rate2.99%
Expected term6.08 years
Expected volatility379.35%
Expected dividend yield0%

The following is a purchase price equal to 80%summary 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 Kodiakoption activity 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.2023:

 

Options Number of Underlying
Shares
  Weighted
average
exercise
price
  Weighted
Average
Remaining
Contractual
Life (years)
  Aggregate
Intrinsic
Value
 
Outstanding at October 1, 2022  15,000,000  $0.01     $ 
Granted    $     $ 
Exercised    $     $ 
Forfeited or expired    $     $ 
Outstanding at March 31, 2023  15,000,000  $0.01   9.3  $225,000 
Vested and expected to vest as of March 31, 2023  15,000,000  $0.01   9.3  $225,000 
Exercisable at March 31, 2023    $     $ 

On

As of March 31, 2014, 2,319,140 shares were issued2023, unrecognized total compensation cost associated with these options was $246,678. This expense is expected to AMCM for conversionbe recognized over a weighted-average period 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.3.29 years.


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 date of 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 102,000 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.10


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.


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 7 – RELATED PARTY TRANSACTIONS


Related Parties

On August 9, 2010,

Name of related partiesRelationship with the Company
Yi Lung (Oliver) LinPrincipal shareholder
Jui Pin (John) LinPrincipal shareholder, Director, Former President and Chief Executive Officer
Jia Tian (Jeffery) LinFormer Chief Executive Officer
Wen-Piao (Jack) LaiDirector, Former President and Chief Executive Officer
Shao-Cheng (Will) WangChief Financial Officer
Kuang Ming (James) TsaiDirector
Nan-Yao (Jake) ChanFormer Director 
Hsin-Ta (Darren) SuDirector, Treasurer
Hui-Chuan (Sandra) LinDirector and Secretary, daughter of Jui Pin (John) Lin

Due to Related Parties

The Company’s due to related parties balances are as follows:

  March 31,
2023
  September 30,
2022
 
Kuang Ming (James) Tsai $-  $20,755 
Jui Pin (John) Lin  -   8,048 
Jia Tian (Jeffery) Lin  -   2,500 
Shao-Cheng (Will) Wang  -   27,600 
Wen-Piao (Jack) Lai  -   22,210 
Hsin-Ta (Darren) Su  550   17,189 
Hui-Chuan (Sandra) Lin  -   4,529 
David Tang  4,226   - 
Total $4,776  $102,831 

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

NOTE 8 – INCOME TAXES

The Company has not generated any revenue from any source in the United States and had consolidated net loss for all the years since inception in 2010. Management believes GEEC does not have any U.S. income tax liability due. However, even though the Company sold 20,000 sharesdoes 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 common stock at $0.25Department of Treasury. GEEC falls in the Category Five Filer (as a sharedomestic corporation). The Company used to its directorshave subsidiaries: GEECIS in Sri Lanka that was established in May 2011, GESPL in Singapore that was established in February 2012, and GESTL in Thailand that was established in December 2014. The subsidiaries in Sri Lanka and Thailand were disposed in 2014 and 2016, respectively. The Singapore subsidiary has been inactive since 2016 and dissolved in January 2023.

11

Internal Revenue Code (“IRC”) Section 6038(a) requires information reporting with respect to certain foreign corporations (Form 5471) and describes the information required to be reported on this form. IRC Section 6038(b)(1) provides for total considerationa monetary penalty of $5,000.


The CEO$10,000 for each Form 5471 that is filed after the due date of the income tax return (including extensions) or does not include the complete and accurate information described in Section 6038(a). According to IRS rules, a penalty may apply to each Form 5471 which is filed after the due date of the income tax return. The penalty will be applied whether or not any tax is due on Form 1120.

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

During the fiscal year ended September 30, 2021, the IRS imposed a $25,000 penalty on the Company for failure to file Form 5472, Information Return of a consulting company, who provides consulting services25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business, for the Company.  In January 2011, the Company converted $50,000 owed to this consulting company into 50,000,000 shares of the Company’s common stock at the price 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, 20112020. The Company has engaged an outside professional advisor to seek for forgiveness of the penalty and interest thereon in the amount of $5,726, for a total of $30,726, which was expensedstill pending as professional fees.of March 31, 2023.

NOTE 9 – COMMITMENTS AND CONTINGENCIES


The Company terminated its previous virtual office agreement in Los Angeles, California and has established a new virtual office in Arcadia, California. The new arrangement is on a month-to-month basis at a cost of $200 per month. As of March 31, 2023, the Company has no material commitments under operating leases.

During the fiscal year ended September 30, 2021, the IRS imposed a $25,000 penalty on the Company for failure to file Form 5472, Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business, for the year ended September 30, 2011,2020 (see Note 8).

NOTE 10 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the Company’s President, Chief Executive Officer, Chief Financial Officer,requirements of ASC Topic 855, from the balance sheet date through the date when the consolidated financial statements were issued and director, Mr. Yi Lung Lin paid some operating expenses on behalfdetermined that no subsequent events occurred that would require adjustment to or disclosure in the consolidated financial statements.

12

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Company.  The amounts due to him for these expenses were $1,250 and $0 asPrivate Securities Litigation Reform Act of September 30, 2013 and September 30, 2012, respectively.  


During the twelve months ended September 30, 2012, the Company paid one1995, Section 27A of the directorsSecurities Act of GEECIS $11,550 for IT consulting services.


On September 21, 2010, the Company entered into a Sole Marketing Agent Agreement with Access Management Consulting1933 and Marketing Pte.  Ltd. (“AMCM”) for the marketingSection 21E of the Company’s rangeSecurities Exchange Act 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 per share, for total proceeds of $1 million.  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.


During the year 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, the Company entered into a virtual office agreement in Los Angeles.  The Agreement 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 into 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 expiration 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% 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. 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 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 102,000 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.


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.


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 the Acquisition proposal to acquire the entire issued and outstanding capital of NFBC and called for the Second Special Meeting of Shareholder.


On August 4, 2014, the Board of Directors of the Company passed a Consent Board Resolution to approve the acceptance of the Fourth Notice of Conversion from Southridge Partners II, LP and to allot and issue the 10,000,263 shares of common stock 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 capital of NFBC; (2) That in respect of any and the shares issuance of the Company of 1,156,460,641 shares of common stock in exchange with the shareholders of Natfresh for their 1,156,460,641 shares of common stock (on a ratio of 1:1) is approved.


F-15             


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


Safe Harbor Statement


This report on Form 10-Q contains certain forward-looking statements.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 identify, pursue and commence a reverse merger and/or a possible operating business;

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

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

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

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

Overview

On August 1, 2022, the board of directors (the “Board”) of the Company unanimously approved to expand our consolidated financial statementsbusiness in the area of electric vehicle supply equipment (“EVSE”) and will direct the management team to implement its new business plan in such industry. On August 16, 2022, the Company formally announced its intention to reposition as EVSE solutions provider, seeking to grow business in EVSE industry, including building, owning, and operating the next generation of electric vehicle charging stations in the U.S. The Company intends to bring convenient, reliable, and accessible charging experience to electric vehicle drivers, utilizing frictionless technology and carbon-neutral vehicle-charging infrastructure.

On October 26, 2022, we entered into three Charging Station Site Host Agreements (the “Agreements”) with two institutions (the “Site Hosts”), respectively, pursuant to which the Site Hosts agree to allow us to install our electric vehicle charging stations at the locations set forth in the Agreements (the “Charging Stations”). Under the Agreements, we have agreed to share our revenue generated by the sales of electricity at the Charging Stations with the Site Hosts in accordance with the schedules set forth therein.

13

As of December 31, 2022, the Company has purchased certain electric vehicle charging equipment. Furthermore, the Company is in the process of obtaining permits to construct the Charging Stations at the three confirmed sites. As of December 31, 2022, the Company contracted an architectural firm on providing designing and engineering services for two sites, and working on technical issues for the third site.

As of February 13, 2023, the Company has received the finalized site plans and electrical diagrams from the architectural firm and electrical engineers for 2 sites. The Company has also received permission from the site owners to proceed with the charging station construction permit applications with the local municipalities. The Company expects to install up to a total of 10 charging units for the first 2 sites, and have them operational in April of 2023.

Hukui Investment

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

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

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

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

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

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

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

14

Results of Operations

Three-Month Period Ended March 31, 2023 compared to the Three-Month Period Ended March 31, 2022

Revenues

We did not generate any revenues during the three-month period ended March 31, 2023 and 2022.

Operating Expenses

We incurred total operating expenses of $95,839 and $62,085 for the three-month periods ended March 31, 2023 and 2022, respectively. Our operating expenses consist of legal fees, other professional fees, payroll expenses, stock-based compensation, rent, bank charges, and transfer agent fees. The increase in operating expenses for the three-month period ended March 31, 2023 compared to the same period ended in 2022 was primarily due to increase in payroll expenses and stock-based compensation.

Other expense

During the three-month period ended March 31, 2023, we incurred $750 other expenses due to interest incurred for unpaid penalty from IRS. During the three-month period ended March 31, 2022, we incurred $1,145 other expense was mainly due to interest incurred for unpaid penalty from IRS. During the three months ended March 31, 2023, we dissolved our Singapore subsidiary, resulting a loss on disposal of subsidiary of $192,365.

Net Loss

As a result of the above, our net loss increased from $63,224 in the three-month period ended March 31, 2022 to $288,954 in the same period ended in 2023.

Six-Month Period Ended March 31, 2023 compared to the Six-Month Period Ended March 31, 2022

Revenues

We did not generate any revenues during the six-month periods ended March 31, 2023 and 2022.

Operating Expenses

We incurred total operating expenses of $244,834 and $165,425 for the six-month periods ended March 31, 2023 and 2022, respectively. Our operating expenses consist of legal fees, other professional fees, payroll expenses, stock-based compensation, rent, bank charges, and transfer agent fees. The increase in operating expenses for the six-month period ended March 31, 2023 compared to the same period ended in 2022 was primarily due to increase in payroll expenses, and stock-based compensation.

Other expense

During the six-month period ended March 31, 2023, we incurred $1,500 other expenses mainly due to interest incurred for unpaid penalty from IRS. During the six-month period ended March 31, 2022, we incurred $1,895 other expenses mainly due to interest incurred for unpaid penalty from IRS. During the six months ended March 31, 2023, we dissolved our Singapore subsidiary, resulting a loss on disposal of subsidiary of $192,365.

Net Loss

As a result of the above, our net loss increased from $167,311 in the six-month period ended March 31, 2022 to $438,742 in the same period ended in 2023.

Effect of the COVID-19 Pandemic on our Business

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

Our personnel are in Taiwan, which has been preparedrelatively less affected by the pandemic compared to many other countries in conformity with accounting principles generally accepted inAsia, Europe and the United States. It should be readHowever, even before an increase in conjunctionthe number of cases of COVID-19 in Taiwan, we experienced delays in obtaining business licenses and permits, and any other governmental approvals that might have been required for businesses that we previously considered commencing, since government offices have been working with our financial statementsreduced staff during the pandemic. We expect this situation to continue and possibly become more challenging depending upon the duration of the pandemic.

Depending upon the extent and duration of the pandemic and the notes thereto included elsewhere herein.


The following discussion should be read in conjunction withresulting global economic crisis, these conditions may have an adverse impact on our consolidated financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q.  The discussions of results, causesability to raise capital and trends should not be construed to implycommence any conclusion that these results or trends will necessarily continue into the future.business we may pursue.


Overview


We are a start-up company and our main focus is to promote, market, distribute and export enzyme products to the Asian market, to begin with, Taiwan, and then followed by China, Hong Kong, Macau, Thailand, Malaysia, Singapore and Sri Lanka.  These enzyme products are specifically formulated for our marketing and distribution under contract manufacturing arrangements.  There are two contracted OEM manufacturers, one in Taiwan and the other in the United States.  We have contracted with Specialty Enzymes and Biochemicals Co. (Advanced Supplemental Therapies or AST Enzymes) to be our OEM Manufacturer in the United States.  They are located in Chino, California.

 

15

Liquidity and Capital Resources


Working Capital

  March 31,  September 30, 
  2023  2022 
Current Assets $320,670  $150,893 
Current Liabilities  104,931   205,016 
Working Capital (Deficit) $215,739  $(54,123)

As of June 30, 2014,March 31, 2023, we had cashcurrent assets of $320,670 and cash equivalentsa working surplus of $366,082$215,739. In comparison, as of September 30, 2022, we had current assets of $150,893 and a working capital surplusdeficit of $158,182.  $54,123.

As of JuneMarch 31, 2023, we had total assets of $340,837, compared with total assets of $150,893 at September 30, 2014 our2022. The increase in total assets was primarily due to cash received from fundraising.

We had $104,931 in total current liabilities as of March 31, 2023, consisting of $100,115 in accounts payable, $40 in accrued expenses and $4,776 due to related parties. This is compared to total current liabilities of $205,016 in total current liabilities as of September 30, 2022, consisting of $102,185 in accounts payable and $102,831 due to related parties. The decrease in due to related parties was primarily due to unpaid compensation to officers and directors repaid by shares.

We had total stockholders’ equity of $205,180 and an accumulated deficit was $4,724,750.  Forof $10,314,231 as of March 31, 2023. In comparison, we had a total stockholders’ deficit of $83,349 and an accumulated deficit of $9,875,489 as of September 30, 2022.

Cash Flows

  Six Months Ended
March 31,
2023
  Six Months Ended
March 31,
2022
 
Cash flows used in operating activities $(167,100) $(116,306)
Cash flows (used in) provided by investing activities  (20,167)  350,000 
Cash flows provided by financing activities  362,000   - 
Net increase in cash during period $174,733  $233,694 

During the ninesix months ended June 30, 2014March 31, 2023, we used $167,100 of cash in operating activities which was attributable primarily to our net loss was $2,070,410 compared to $828,765of $438,742 offset by loss on disposal of subsidiary, stock-based compensation, and change in operating assets and liabilities of $271,642. In comparison, during the same periodsix months ended March 31, 2022, we used $116,306 of cash in 2013.  This increaseoperating activities which was due mostlyattributable primarily to our increased operationsnet loss of $167,311 offset by change in 2014.operating assets and liabilities of $51,005.


Our loss was funded by proceeds fromDuring the six months ended March 31, 2023, we used $20,167 of cash investing activity in purchase of equipment. We received $350,000 in payment for the sale of our common stock.  During the nine140,000 Hukui Shares during the six months ended June 30, 2014, we raised in net proceeds $825,000 through financing activities and our cash position decreased by $504,564.  March 31, 2022.


We used net cash of $1,327,071 in operating activities for the nine months ended June 30, 2014 compared to net cash of $1,030,712 in operating 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 ninesix months ended June 30, 2014March 31, 2023 we received $362,000, net of directly associated legal expenses from private offering of our monthly cash requirement was approximately $147,452, compared to approximately $114,524Common Stock. During the six months ended March 31, 2022, we did not have any financing activity.

There is substantial doubt that we can continue as an ongoing business 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.


We expect to require a total of approximately $1,763,864 to fully carry out our business plan over 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 electric vehicle charging station 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.

16

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, and/or raise equity capital or borrowings sufficientuntil and unless we achieve that, to obtain the necessary financing to meet currentour obligations and repay our liabilities arising from normal business operation as and when they become due. To date, our capital requirements have primarily been funded by shareholders through the purchase of our Common Stock in private offerings and short-term borrowings from a former officer and another shareholder.

The Company sold the 140,000 Hukui Shares for $350,000 cash on November 19, 2021. The proceeds have been used for operation expenses.

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

As of March 31, 2023, we had not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. As of March 31, 2023, we had 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, as of March 31, 2023, we had not had any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. As of March 31, 2023, we had not had 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 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 continually evaluate our estimates, including those related to income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future obligations.  Management planschanges to raisethese estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. For the six months ended March 31, 2023 and 2022, 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 preparation of the condensed consolidated financial statements. For a full summary of our critical accounting policies, please refer to Note 2 to the Condensed Consolidated Financial Statements.

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 financingsinstruments based on the grant date fair value of such instruments over the next twelve monthsvesting period.

Recent accounting pronouncements

We do not expect that the adoption of recently issued accounting pronouncements will have a material impact on our financial position, results of operations, or cash flows. For a full summary of recent accounting pronouncements, please refer to finance operations.  There is no guarantee that we will be able to complete any of these objectives.  We have incurred losses from operations since inception and at June 30, 2014, have an accumulated deficit that creates substantial doubt about our ability to continue as a going concern.


4             


Results of Operations for the three months ended June 30, 2014 comparedNote 2 to the three months ended June 30, 2013 and from inception to June 30, 2014.Condensed Consolidated Financial Statements. 


Limited RevenuesCurrency exchange rates


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.  OurFor financial statements contain an additional explanatory paragraph in Note 3, which identifies issues that raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.


Net Loss


We incurred a net loss 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 basic 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.

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 inreporting purposes, the financial statements do not provideof the Company’s Singapore subsidiary, which are prepared using the SGD, are translated into the Company’s reporting currency, USD. Assets and liabilities are translated using the exchange rate on the balance sheet date, which was 0.6970 as of September 30, 2022, respectively. Revenue and expenses are translated using average exchange rates prevailing during each reporting period. The 0.7383 average exchange rates were used to translate revenues and expenses for the effectsix months ended March 31, 2022. Stockholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component 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 usingaccumulated 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, changescomprehensive loss in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.stockholders’ deficit. 


5             

17

 

ITEM 3. Quantitative and Qualitative Disclosure About Market Risks.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.


Not applicable.required for smaller reporting companies.


ITEM 4. ControlCONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures


Not applicable


ITEM 4T.  Control and Procedures.


DisclosureOur disclosure controls and procedures have beenare designed to ensure that the information relating to our Company, including our consolidated subsidiary, required to be disclosed byin our reports filed with the CompanySecurities and Exchange Commission (the “SEC”) is collectedrecorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required 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 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 consolidated financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2023 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

Comingling of funds: We do not have an independent audit committee.  As a result, thereadequate control of our petty cash, resulting in the comingling of our petty cash with the nominal account holder’s personal funds.

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

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

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

18

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 March 31, 2023  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 at and for the three-month periods ended March 31, 2023.

Management’s Plan for Remediation

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

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

consider providing professional courses for our key position personnel;

hire additional employees to realize segregation of duties; and

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

However, due to limitation of funds and personnel, we have so far been unable to begin to implement the plan to remediate the material weaknesses noted above and it is uncertain when we will be able to begin to implement the plan to remediate these material weaknesses.

Inherent Limitations on Effectiveness of Controls

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

Changes in Internal Control Over Financial Reporting


There werehave 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.


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.

 


19

6           



PART II

OTHER INFORMATION


ITEM 1. Legal Proceedings.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 Cellmanagement, is likely to have a material adverse effect on us or our business.

ITEM 1A. RISK FACTORS

Not required of smaller reporting companies.

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

On February 24, 2023 (the “Closing Date”), GenuFood Energy Enzymes Corp (“TCEEC”Corp. (the “Company”) for breachentered into a Subscription Agreement with each of contract under clause 13.3.4.2certain subscribers (each, a “Purchaser” and collectively, the “Purchasers”) who have subscribed to purchase a certain amount of shares of common stock of the Sole DistributorshipCompany, par value 0.001 (the “Common Stock”), as set forth in that respective purchasers Subscription Agreement, (General Outlet-Human Consumption) – Case 2:13-cv-00435-RCJ-CWH.  On April 30, 2014,each subscribing for not less than $5,000 and up to 5,000,000 shares at a purchase price of US$0.001 per share. The Company was conducting this private offering (the “Offering”) pursuant to a private placement memorandum (the “PPM”) whereby the District CourtCompany was offering and selling a minimum amount of $500,000 (the “Minimum Offering Amount”) and maximum of $1,000,000 of its common shares to accredited investors and non-U.S. persons. The gross proceeds from the private placement were $375,000.00.

The shares of Common Stock issued and sold under the Subscription Agreement as described above were offered and sold by the Company in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the DistrictSecurities Act of Nevada entered a default against TCEEC1933, as amended, 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 breachRule 506(b) of fiduciary duty, forgery and fraudulent misrepresentation.  Regulation D thereunder.

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


ITEM 2.  Unregistered Sales of Equity Securities.


None.


ITEM 3. Defaults Upon Senior Securities.DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. Submission of Matters to a Vote of Security Holders.MINE SAFETY DISCLOSURES


None.Not applicable.


ITEM 5. Other Information.OTHER INFORMATION


None.

20


ITEM 6. Exhibits.EXHIBITS


Exhibit

Number

No.

Exhibit

Description

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.
32.1*Certification of the Chief Executive Officer andpursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*The certifications attached as Exhibits 32.1 and 32.2 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,

and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-101.INS

XBRL Instance Document

EX-101.SCH

XBRL Taxonomy Extension Schema

EX-101.CAL

XBRL Taxonomy Extension Calculation Linkbase

EX-101.LAB

XBRL Taxonomy Extension Label Linkbase

EX-101.PRE

XBRL Taxonomy Extension Presentation Linkbase

EX-101.DEF

XBRL Taxonomy Extension Definition Linkbase

 


7        


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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

Per:   /s/ Yi Lung Lin

Yi Lung Lin, President & C.E.O.



8        

 
Date: June 2, 2023By:/s/ David Tang
David Tang
Chief Executive Officer
By:/s/ Shao-Cheng Wang
Shao-Cheng Wang
Chief Financial Officer


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