CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

Forward-looking statements may include the words "may," "could," "will," "estimate," "intend," "continue," "believe," "expect", "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 reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. Some of the key factors impacting these risks and uncertainties include, but are not limited to:

? risks related to our ability to identify, pursue and commence a reverse merger

and/or a possible operating business;

? our ability to obtain adequate funding to complete a reverse merger or commence

a possible operating business and meet our operating expenses on a current

basis;

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

otherwise;

? delays in our ability to obtain any necessary business licenses and permits,

and commence business operations, whether as a result of the COVID-19 pandemic

or otherwise; and

? current and longer-term economic and other impacts of the COVID-19 pandemic on

our operations, results of operations and financial condition, including

without limitation changes in consumer spending patterns for non-essential

products, resulting from the economic crisis caused by lockdown,

shelter-in-place, stay-at-home or similar orders instituted as a result of the


   pandemic, or otherwise.




Overview

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

Regardless of which overall business strategy we pursue - starting an operating business or engaging in a reverse merger or other business combination - we will continue to need capital to meet our expenses, primarily overhead and the professional fees related to the cost of compliance as a reporting company. To do so, we may raise equity, debt, convertible debt or a combination of any of the foregoing. However, there are no commitments in place to fund our capital requirements and no guarantee can be given that we will be able to secure such funding on terms that are favorable to us, or at all.





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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.





Results of Operations

Three-Month Period Ended March 31, 2022 compared to the Three-Month Period Ended March 31, 2021





Revenues

We did not generate any revenues during the three-month period ended March 31, 2022 and 2021.





Operating Expenses

We incurred total operating expenses of $62,085 and $86,875 for the three-month period ended March 31, 2022 and 2021, respectively. Our operating expenses consist of legal fees, other professional fees, payroll expenses, rent, bank charges, and transfer agent fees. The decrease in operating expenses for the three-month period ended March 31, 2022 compared to the same period ended in 2021 was primarily due to decrease in legal fees and other professional fees related to the fundraising and investment.





Other expense

During the three-month period ended March 31, 2022, we incurred $1,139 other expenses mainly due to interest incurred for unpaid penalty from IRS. During the three-month period ended March 31, 2021, we incurred $630 other income mainly due to debt forgiveness and offsets with interest incurred for amount borrowed to fund operating expenses.





Net Loss

As a result of the above, our net loss decreased from $87,045 in the three-month period ended March 31, 2021 to $63,224 in the same period ended in 2022.





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Six-Month Period Ended March 31, 2022 compared to the Six-Month Period Ended March 31, 2021





Revenues

We did not generate any revenues during the six-month period ended March 31, 2022 and 2021.





Operating Expenses

We incurred total operating expenses of $165,425 and $163,575 for the six-month period ended March 31, 2022 and 2021, respectively. Our operating expenses consist of legal fees, other professional fees, payroll expenses, rent, bank charges, and transfer agent fees. The increase in operating expenses for the six-month period ended March 31, 2022 compared to the same period ended in 2021 was primarily due to increase in legal fees, payroll expenses, and other professional fees.





Other expense

During the six-month period ended March 31, 2022, we incurred $1,886 other expenses mainly due to interest incurred for unpaid penalty from IRS. During the six-month period ended March 31, 2021, we incurred $553 other expenses mainly due to interest incurred for amounts borrowed to fund operating expenses.





Net Loss

As a result of the above, our net loss increased from $164,928 in the six-month period ended March 31, 2021 to $167,311 in the same period ended in 2022.

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.

Some of our personnel are in Taiwan, which has been relatively less affected by the pandemic compared to many other countries in Asia, Europe and the United States. However, even before an increase in the 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 reduced 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 in Taiwan and U.S., these conditions may have a prolonged adverse impact on our ability to raise capital and commence any business we may pursue.

Liquidity and Capital Resources





Working Capital



                            March 31,       September 30,
                               2022             2021
Current Assets              $  263,851     $        35,044
Current Liabilities            149,966             105,346
Working Capital (Deficit)   $  113,885     $       (70,302 )

As of March 31, 2022, we had current assets of $263,851 and a working capital of $113,885. In comparison, as of September 30, 2021, we had current assets of $35,044 and a working capital deficit of $70,302.





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As of March 31, 2022, we had total assets of $263,851, compared with total assets of $385,044 at September 30, 2021. The decrease in total assets was primarily due to cash spent in operating expenses after selling the 140,000 Hukui Shares for cash.

We had $149,966 in total current liabilities as of March 31, 2022, consisting of $97,441 in accounts payable and $52,525 in due to related parties, compared to total current liabilities of $105,346 as of September 30, 2021, consisting of $100,746 in accounts payable, $1,590 in accrued expenses, and $3,010 in due to related parties. The increase in due to related parties was primarily due to unpaid compensation to officers and directors.

We had total stockholders' equity of $86,159 and an accumulated deficit of $9,690,132 as of March 31, 2022. In comparison, we had a total stockholders' equity of $253,472 and an accumulated deficit of $9,522,821 as of September 30, 2021.

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

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

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

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

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





Cash Flows



                                                        Six months      Six months
                                                           ended           ended
                                                         March 31,       March 31,
                                                           2022            2021
Cash flows used in operating activities                 $  (116,306 )   $  (132,341 )

Cash flows provided by (used in) investing activities 350,000 (800,000 ) Cash flows provided by financing activities

                       -         973,738
Net increase in cash during period                      $   233,694     $    41,397

During the six-month period ended March 31, 2022, we used $116,306 of cash in operating activities which was attributable primarily to our net loss of $167,311 offset by change in operating assets and liabilities of $51,005. In comparison, during the six-month period ended March 31, 2021, we used $132,341 of cash in operating activities which was attributable to our net loss of $164,928 and the change in operating assets and liabilities of $32,587.





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With respect to our investing activities, we received $350,000 in payment for the sale of the 140,000 Hukui Shares during the six-month period ended March 31, 2022. During the six-month ended March 31, 2021, we used $800,000 for investment in Hukui.

During the six-month period ended March 31, 2022, we did not have any financing activity. During the six-month period ended March 31, 2021, we had total cash inflow of $973,738 from financing activities. We repaid $120,410 to notes payable - related party, which our former President and Chief Executive Officer, Jui Pin Lin, previously loaned us. We received $30,000 as a loan from a shareholder of the Company. We received $1,064,148 in net proceeds from a private offering of our Common Stock, which was completed in December 2020. For accounting purposes, we recorded the net proceeds from the private offering instead of the gross amount of $1,070,000.

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

Our ability to continue as a going concern is dependent upon our ability to successfully execute our business plan and generate profitable operations in the future, and, until and unless we achieve that, to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operation as and when they become due. 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 will be used for operation expenses. Management believes that these funds are sufficient to fund the Company's expenses for at least the next 12 months.





Contractual Obligations

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

Off-Balance Sheet Arrangements

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

Critical accounting policies and estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these 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 changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. For the six-month periods ended March 31, 2022 and 2021, 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 of Notes to Condensed Consolidated Financial Statements.





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Foreign currency translation

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





Stock-Based Compensation

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

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

Recent accounting pronouncements

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





Currency exchange rates

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

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

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

For financial reporting purposes, the financial statements of 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 0.7381 and 0.7368 as of March 31, 2022 and September 30, 2021, respectively. Revenue and expenses are translated using average exchange rates prevailing during each reporting period. The 0.7383 and 0.7468 average exchange rates were used to translate revenues and expenses for the six months ended March 31, 2022 and 2021, respectively. Stockholders' equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive loss in stockholders' equity.





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