GENUFOOD ENERGY ENZYMES CORP.
A 1-for-100 reverse stock split (the "Reverse Stock Split") of our common stock
(the "Common Stock") became effective with the
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 meet our financial obligations in the
agreement for us to make certain investments over time in Hukui
Biotechnology Corporation ("Hukui");
? risks related to our ability to identify, pursue and commence a reverse
merger and/or a possible operating business in combination with our
investment in Hukui;
? our ability to obtain adequate funding to commence our medical test kit
and equipment business, and meet our operating expenses on a current
basis;
? 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;
? general economic uncertainty, whether as a result of the COVID-19 pandemic
or otherwise;
? current and longer-term economic and other impacts of the COVID-19
pandemic on our operations, results of operations and financial condition,
including without limitation changes in consumer 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.
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Overview
In 2019 and through early 2020, we had planned to restart our original enzyme
products business, by importing enzyme supplements from
In
In
We are still exploring products with high demand since the advent of the COVID-19 pandemic, specifically medical test kits. We are exploring marketing two COVID-19 rapid test kits which will be useful during the pandemic.
In late
We will purchase the Series C Preferred Shares in three tranches, through a date
on or before
? The first tranche is 80,000 Series C Preferred Shares in the amount of
$800,000 (the "First Tranche Investment "), which shares we purchased 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 "), which shares we purchased 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 be purchased by
us on or before June 30, 2022 (the "Third Tranche Closing").
If Hukui does not achieve further milestones or meet further conditions, we will
have the option either to (i) abandon the
Notwithstanding the foregoing, management and the Board of Directors may amend or abandon at any time our current intended investment in Hukui and/or develop a business plan for a new business that we would operate and/or engage in a reverse merger with another company.
If we do not actively pursue and implement our current plan of operations to operate a business or engage in a reverse merger with another company, we may be obligated to register and operate as an investment company under the Investment Company Act of 1940 as a result of our investment in Hukui.
Regardless of which overall business strategy we pursue - starting our own
operating business, engaging in a reverse merger or being an investment company
- 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.
We must also raise funds to meet our obligation to invest the final
For the fiscal year ended
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In the nine months ended
We may also raise equity, debt, convertible debt or a combination of any of the
foregoing, from other parties for the capital we may need for any of the
purposes specified in this report. There is no agreement in place between the
Company and
Plan of Operations
The following plan of operations is tentative and subject to change, including but not limited to delays we are facing, and expect to continue to face, dealing with governmental agencies and other regulators as a result of reduced operations resulting from the COVID-19 pandemic. Management and the Board of Directors may amend or abandon at any time our new plan of operations, which itself in an early phase.
We are currently exploring business opportunities for products with high demand
since the advent of the COVID-19 pandemic, specifically medical test kits. We
are exploring the marketing and sale in
We currently estimate that we may require up to approximately
Medical Test Kits
2019-nCoV IgG/IgM Antibody Rapid Test. The 2019-nCoV IgG/IgM Antibody Rapid Test is a rapid immuno-chromatographic assay for the simultaneous detection of IgG and IgM antibodies to 2019-nCoV virus in human whole blood, serum or plasma. The assay is used as a screening test for 2019-nCoV viral infection and as an aid for differential diagnosis of acute phase infections or previous infections.
Vstrip COVID-19 Antigen Rapid Test. The Vstrip COVID-19 Antigen Rapid Test is a rapid in vitro immunochromatographic assay intended for the qualitative detection of nucleocapsid protein antigen from SARS-CoV-2 in nasopharyngeal swab from individuals who are suspected of COVID-19 by their healthcare provider within the first five days of the onset of symptoms.
Manufacturing
We do not intend to manufacture the medical test kits. We are currently
communicating with one or more manufacturers in
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We currently estimate that we may spend up to approximately
Marketing
We have explored and are continuing to explore the market and sales channels during this pre-operational period, but we do not yet have firm plans in place for the marketing of the medical test kits.
Competition
The antigen and antibody rapid test kits are relatively new in the market. With
vaccines being rolled out worldwide, we believe the demand for test kits will
increase, since many businesses, including airlines, and many places, including
tourist destinations, will require negative COVID tests, not just proof of
vaccination, for the foreseeable future. Nonetheless, we will face significant
competition from other manufacturers of rapid antigen and antibody tests,
including Abbott Laboratories,
Regulation
In order to sell the medical test kits in
Intellectual Property
As distributors of other parties' products, we do not believe that we have any protectable intellectual property for the medical test kits.
Results of Operations
Three-Month Period Ended
Revenues
We did not generate any revenues during the three-month period ended
Operating Expenses
We incurred total operating expenses of
Other income (expense)
During the three-month period ended
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Net Loss
As a result of the above, our net loss decreased from
Nine-Month Period Ended
Revenues
We did not generate any revenues during the nine-month period ended
Operating Expenses
We incurred total operating expenses of
Other income (expense)
During the nine-month period ended
Net Loss
As a result of the above, our net loss decreased from
Effect of the COVID-19 Pandemic on our Business
While our liquidity and capital resources are severely limited and present serious obstacles to starting a business or continuing to meet or obligations to invest in Hukui, these limitations are unrelated to the COVID-19 pandemic and resulting global economic crisis.
We have been affected by the pandemic to the extent that it was one of a number
of contributing factors in our decision to change our plan of operations from
restarting our enzyme products business to selling the nasal spray product and
then deciding not to pursue the nasal spray product business, although the first
of those two decisions was largely made prior to the full impact of the COVID-19
pandemic. Our personnel are in
Depending upon the extent and duration of the pandemic and the resulting global economic crisis, these conditions may have an adverse impact on our ability to raise capital and commence any business we may pursue. Depending upon possible changes in consumer demand, shopping and spending habits as a result of the pandemic and the resulting global economic crisis, we may also face challenges of consumer acceptance if and when we start to market any products.
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Liquidity and Capital Resources
Working Capital
June 30, September 30,
2021 2020
Current Assets $ 28,633 $ 18,092
Current Liabilities 170,455 371,035
Working Capital Deficit $ (141,822 ) $ (352,943 ) As of
As of
We had
During the nine-month period ended
We had total stockholders' equity of
On
Effective
On
On
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Reverse Stock Split
On
On the Effective Date, the total number of shares of our Common Stock held by each shareholder was converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) 100.
No fractional shares were issued in connection with the Reverse Stock Split, and no cash or other consideration was be paid. Instead, we issued one whole share of the post-Reverse Stock Split Common Stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
We are authorized to issue 10,000,000,000 shares of Common Stock and that number did not change as a result of the Reverse Stock Split.
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