Genufood Energy Enzymes Corp. - Annual Report: 2013 (Form 10-K)

PART I

Item 1.  Description of Business

Forward-looking Statements

This annual report contains forward-looking statements.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

As used in this annual report, the terms "we", "us", "our", “the Company”, and "Genufood" mean Genufood Energy Enzymes Corp., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

Overview

We are a marketing, distribution and export company specialized in enzyme products for human and animal consumption.  Enzyme is a catalyst responsible for biochemical reactions in living things (including animals, plants, and microorganisms), synthesis, decomposition, oxidation, transfer and isomerization.  Isomerization is the chemical process by which one molecule is transferred into another molecule which has exactly the same atoms, but the atoms are rearranged.  The biotic phenomena would stop without enzymes, or the lack of it, or with its destruction.  DNA would undergo a drastic change, unusual illness would occur and metabolism would become abnormal, among others.  Thus, we can conclude that “Biotic phenomena are testimonies of enzyme’s activities.”  Enzyme is actually a complex globule protein.  It reacts optimally under body temperature.  Reaction is many times faster with added enzymes.  Therefore, regular consumption of enzyme is good for our well-being.  In fact it has been categorized under “GRAS” (Generally Regarded as Safe) by the Food and Drug Administration.  Our body loses enzymes as we grow old.  It has been proven that many chronic, hereditary diseases and functional imbalance are caused by the deficiency of certain enzymes, for example, lipase (fat enzyme) deficiency causes hepatic diseases, diabetes and Vitamin A deficiency.  Amylase (carbohydrate enzyme) deficiency results in liver diseases and gastro enteric diseases.  Enzyme is neither a drug, medicine nor a herb.  It is extracted from fruits and vegetables.  It can be a natural complex enzyme, plant-based complex enzyme or microbial enzyme.  It is for the body cell.  It is the “Cell Activator.”  A Cell Activator refers to the enzymes that catalyze and regulate every biochemical reaction that occurs within the human body, making them essential to cellular function and health.  Human beings and animal will die without enzymes.  

We have recently begun to market and export a limited number of our enzyme products.  We began marketing our products in Taiwan in September of 2010 and in Singapore and Sri Lanka in June of 2011.  We have generated total revenues of $222,795 from inception to September 30, 2013 from the sale of some of our products.  

Our initial target market is Asia, which includes: Taiwan, China, Hong Kong, Macau, Singapore, Malaysia, Thailand and Sri Lanka.  Our goal is to appoint a Country Sole Distributor in each country, each distributing our enzyme products for human consumption, animal consumption and special outlet category

We have minimal revenues, have achieved significant losses since inception, have had only limited operations and have been issued a going concern opinion by our auditors.

We were incorporated in the State of Nevada on June 21, 2010.  Our common stock trades on the OTC Bulletin Board under the symbol “GFOO.OB”.

We currently have two subsidiaries GEECIS, which is incorporated in Sri Lanka and Genufood Enzymes (S) Pte Ltd., which is incorporated in the Republic of Singapore.  Our principal office is located at Two Allen Center, 1200 Smith Street, Suite 1600, Houston, Texas 77002.  Our telephone number is (713) 353-8834.  

We are not involved in any bankruptcy, receivership or similar proceedings.

We are a start-up company and our main focus is to promote, market, distribute and export enzyme products to the Asian market such as Singapore, Malaysia, Thailand, Taiwan, Hong Kong, Macau, China and Sri Lanka.  These enzyme products are specifically formulated for our marketing and distribution under contract manufacturing arrangements with our contracted OEM manufacturer in the United States, Specialty Enzymes and Biochemicals Co. (Advance Supplemental Therapies or AST Enzymes).  They are located in Chino, California, USA.

In addition, the material terms of our agreement with them are as follows:

·

Products ordered by us are specially formulated for our distribution;

·

Products will be marketed under our private label;

·

We will have access to laboratory testing facilities; and

·

They will supply us with technical product information support.

Enzymes are not living things, they are like minerals.  But unlike minerals, they are made by living cells.  Thus, enzyme is a catalyst responsible for biochemical reactions in living things (including animals, plants, microorganisms), synthesis, decomposition, oxidation, transfer and isomerisation; is the process by which one molecule is transferred into another molecule which has exactly the same atoms, but the atoms are rearranged.

Without enzymes, the lack of it or with its destruction, biotic phenomena would stop, DNA would undergo a drastic change, unusual illnesses would occur and metabolism would become abnormal, among others.  Hence, we can conclude that “Biotic phenomena are testimonies of enzyme’s activities”.

Enzyme is actually a complex globule protein.  It re-acts optimum under body temperature.  Reaction takes many times faster with added enzymes.  Therefore, regular consumption of enzyme is good to our well-being.  In fact it has been categorized under “GRAS” (Generally Regarded As Safe) by the Food and Drug Administration.  Our body loses enzymes as we grow old.  It has been proven that many chronic, hereditary diseases and functional imbalance are caused by the deficiency of certain enzymes, for example, lipase (fat enzyme) deficiency causes hepatic diseases, diabetes and Vitamin A deficiency.  Amylase (carbohydrate enzyme) deficiency results in liver diseases and gastro enteric diseases.  An enzyme is neither a drug, medicine nor a herb.  It is the “Cell Activator.”  It is extracted from fruits and vegetables.  It can be a natural complex enzyme, plant-based complex enzyme or microbial enzyme.  It is for the body cell.  It is the “Cell activator; refers to the enzymes catalyse and regulate every biochemical reaction that occurs within the human body, making them essential to cellular function and health.”  Human beings and animals will die without enzyme.  Therefore, there are four types of enzyme products, Enzyme for Human Consumption (Adult), Enzyme for Human Consumption (Children), Enzyme for Animal Consumption and Enzyme for Industrial Consumption.  We intend to focus primarily the Enzyme for Human Consumption (Adult) and Enzyme for Animal Consumption and when we achieve our marketing objective, we will implement the secondary product line of Enzyme for Human Consumption (Children) and Enzyme for Industrial Consumption.  All of these enzymes products will be promoted, marketed, distributed and exported to the Asian market.

ProCellax Range of Enzyme Products for Human Body Cells Chart

To-date, we have also available for distribution the range of enzyme products for Animal Consumption under our private label, namely, ProAnilaz SW1013, ProAnilax SEB, ProAnilax EPET, ProAnilax SP3 and ProAnilax AFL2500 all of which were manufactured and supplied by Specialty and Biochemicals Co.

We own the following trademarks:  GEEC, ProCellax, ProAnilax and ProBrew.

Government Regulations

Our current and future operations are or will be subject to various laws and regulations in US, Asia and other countries in which we do or will conduct our activities.  To ensure that our operations are conducted in full and substantial regulatory compliance, as part of our current internal procedures and policies, we will verify and ensure that the OEM manufacturers we contracted in the US have obtained the ISO 9001:2000 certification and to qualify for health food supplement regulations in the Asian and Asean regions.  In Taiwan and other countries such as China, Hong Kong, Macau, Singapore, Malaysia, Thailand and Sri Lanka, enzyme products are classified as “Food Supplement” and are regulated or governed by the Ministry of Health.  

Our ProCellax range of enzyme products come under "Dietary Supplement" in all the target markets that we intend to enter.  In Thailand, for example, the compliance procedures are as follows:

1.

Firstly, is to file Trademark Application with the Thailand Trademark Office;

2.

Secondly, we will supply sample, product specifications and quality assurance certification to our appointed Sole Country Distributor.  The importer, will then apply for the Product License along with the sample, product specifications and quality assurance certification by way a product registration process with the Food and Drug Authority, Ministry of Health, Thailand.

3.

Once the Product License is sought, the importer can then commence to import our products.  The Product License is deemed to be the Import License.   

All target markets (countries) have similar procedures.

Failure to comply with any laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of injunctive relief or both.  Moreover, changes in any of these laws and regulations could have a material adverse effect on business.  In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we cannot predict the overall effect of such laws and regulations on our future operations.

It is important to note that there are no actual Statement of Claim of any health benefits on any of our product’s labels.  If we were to have a Statement of Claim on the label, the product could be classified as a medicine, drug or herb, which would require additional regulation.  In all of our target countries, health safety regulations imposed by each relevant Health Authority for food grade enzyme products are all the same.  We do not intend to have any Statement of Claim on any of our labels.

Currently we do not have substantial operations and believe that once we do have substantial operations, we will comply in all material respects with applicable laws and regulations, and that the existence and enforcement of such laws and regulations have no more restrictive an effect on our operations than on other similar companies in the enzyme industry.  We do not anticipate any material capital expenditures to comply with federal and state environmental requirements.

US Regulations

Our operations are or will be subject to various types of regulation at the federal, state and local levels.

Item 1A.  Risk Factors

Not required.

Item 1B.  Unresolved Staff Comments

None.

Item 2.  Properties

We have an executive office located at Two Allen Center, 1200 Smith Street, Suite 1600, Houston, Texas 77002.  

Item 3.  Legal Proceedings

We know of no material pending or active legal proceedings to which we are a party or concerning any of our properties.  We are not aware of any legal proceedings contemplated by any governmental authority against us.

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

Not applicable.

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

There is a limited public market for our common shares.  Our common shares are quoted on the OTC Bulletin Board under the symbol “GFOO.OB”.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Our common stock became eligible for quotation on the OTC Bulletin Board on June 5, 2012.  As of January 13, 2014, only minimal amount of shares have traded on the OTCBB and the market price for our common shares is $0.09 per share.

Holders

As of January 13, 2014, there were approximately 134 holders of record of our common stock.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.

We would not be able to pay our debts as they become due in the usual course of business; or

2.

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Equity Compensation Plans

We have not implemented any equity compensation plans.

Recent Sales of Unregistered Securities

None.

Use of Proceeds from Sale of Registered Securities

None during the fiscal year ended September 30, 2013.

Safe Harbor

This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology.  These statements are only predictions.  Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Annual Report.

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.

We have only recently begun our current operations, have earned nominal revenues and have accumulated a net loss of $2,654,340 from June 21, 2010 (date of inception) to September 30, 2013.

We are a start-up stage corporation with limited operations and limited revenues from our business operations.  Our auditors have issued us with a going concern opinion.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to fund our operations.  Our only source of cash at this time is investments by others in our company.  We must raise cash to implement our plan of operation.

RESULTS OF OPERATIONS

Working Capital

Cash Flows

Operating Revenues

During the year ended September 30, 2013 we earned revenues of $41,244, compared to revenues of $60,993 for the year ended September 30, 2012.  From inception to September 30, 2013, we have earned total revenues of $222,795.

Cost of Goods Sold and Gross Margin

During the year ended September 30, 2013 we spent a total of $21,480 on cost of goods sold, compared to $43,168 for the year ended September 30, 2012.  From inception to September 30, 2013, we have spent $134,203 on cost of goods sold.

During the year ended September 30, 2013, our gross margin was $19,764, compared to $17,825 for the year ended September 30, 2012.  From inception to September 30, 2013, our gross margin was $88,592.

Operating Expenses and Net Loss

During the year ended September 30, 2013, we incurred operating total expenses of $1,701,065 compared with total operating expenses of $461,776 during the year ended September 30, 2012.  From inception to September 30, 2013 we have incurred total operating expenses of $2,742,734.

For the year ended September 30, 2013, we incurred a net loss of $1,683,258 compared with a net loss of $442,755 for the year ended September 30, 2012.  From inception to September 30, 2013, we incurred a net loss of $2,654,340.   

Liquidity and Capital Resources

As at September 30, 2013, we had a cash balance of $870,646 and total assets of $1,195,728 compared with $1,166,927 of cash and total assets of $1,341,493 as at September 30, 2012.  The decrease in cash was due to cash used for operating expenses and offering costs.     

As at September 30, 2013, we had total liabilities of $252,028 compared with total liabilities of $140,386 at September 30, 2012.  The increase in total liabilities was attributed to accounts payable as well as accounts payable to a related party.

As at September 30, 2013, we had a working capital surplus of $775,471 compared with a working capital surplus of $1,132,386 as at September 30, 2012.  The decrease in working capital surplus was due to our increased cash holdings during the year.  

Cashflow from Operating Activities

During the year ended September 30, 2013, we used cash of $1,624,715 for operating activities as compared to use of $531,730 during the year ended September 30, 2012.  The increase in cash used for operating activities during the year was due to payment of outstanding day-to-day obligations incurred during the year.          

Cashflow from Investing Activities

During the year ended September 30, 2013 we used cash of $102,492 in investing activities compared to use of $9,401 during the year ended September 30, 2012.  The increase is mainly due to establishment of the Company’s first Retail Chain Store in the year ended September 30, 2013.

Cashflow from Financing Activities

During the year ended September 30, 2013, we received proceeds of $1,433,159 from financing activities compared with $1,168,405 during the year ended September 30, 2012.  The increase is attributed to proceeds collected from subscriptions receivable.

Off-Balance Sheet Arrangements

Item 8.  Financial Statements and Supplementary Data

GENUFOOD ENERGY ENZYMES CORP

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Genufood Energy Enzymes Corp.

(A Development Stage Company)

We have audited the accompanying balance sheets of Genufood Energy Enzymes Corp. (a development stage company) as of September 30, 2013 and 2012, and  the related statements of operations, changes in stockholders' equity, and cash flows for the years then ended and for the period from inception (June 21, 2010) through September 30, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Genufood Energy Enzymes Corp. as of September 30, 2013 and 2012, and the results of its operations, changes in stockholders' equity and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had a cumulative net loss from operations of $2,654,340 and might have insufficient working capital to finance the Company’s business plan for the next twelve months. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

January 13, 2014 

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

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

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

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

GENUFOOD ENERGY ENZYMES CORP

 (A Development Stage Company)

Notes to Consolidated Financial Statements

NOTE 1- BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization and Business Operations

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

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

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

The Company is in its development stage with no significant revenues. The Company’s initial operations include organization, capital formation, target markets identification and developing marketing plans.  

The Company’s fiscal year end is September 30.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s audited 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 audited 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 audited consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“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 audited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  

Revenue Recognition

Our revenues are generated from sales of enzyme products under our private label.

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 realizable and reduces it for the amount of estimated future doubtful accounts.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the products have been shipped to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Foreign Currency Translation and Transactions

The reporting and functional currency of GEEC is the United States Dollar (“U.S. dollar”). The functional currency of GEECIS, a wholly owned subsidiary of GEEC, is the Sri Lanka Rupee (“LKR”). 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 0.0075 and 0.0077 as of September 30, 2013 and 2012, respectively. Revenue and expenses are translated using average exchange rates prevailing during each reporting period.  The 0.0076 and 0.0081 average exchange rates were used to translate revenues and expenses for the reporting period ended September 30, 2013 and 2012, 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. Assets and liabilities are translated using the exchange rate on the balance sheet date, which was 0.7954 and 0.8145 as of September 30, 2013 and 2012, respectively. Revenue and expenses are translated using average exchange rates prevailing during each reporting period. The 0.8037 and 0.7964 average exchange rates were used to translate revenues and expenses for the reporting period ended September 30, 2013 and 2012. 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.

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 are included in the statements of operations.

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

Cash and Cash Equivalents

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 September 30, 2013, the Company had $ $870,646 cash in banks, $758,680 and $12,691 of which with two financial institutions, which is $508,680 in excess of FDIC limit. The Company mitigates this concentration of credit risk by monitoring the credit worthiness of financial institutions and its customers. 

In October 2008, the Federal government temporarily increased the FDIC insured limits up to a maximum of $250,000 per depositor until January 1, 2014, after which time the insured limits will return to $100,000.

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 September 30, 2013 and September 30, 2012, the Company had inventory balances of $110,894 and $93,742, 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. All related shipping costs are expensed when incurred.

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 September 30, 2013 and September 30, 2012, 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 September 30, 2013 and September 30, 2012 consisted of computer equipment and software with useful lives of five and three years, respectively. 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:

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 or September 30, 2012.

Net Earnings (Loss) Per Share

Basic net earnings (loss) per common share are computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for all periods presented in these 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 twelve months ended September 30, 2013 and 2012, the company didn't have any potentially dilutive securities.

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.

For the twelve months ended September 30, 2013 and 2012, the Company did not record any stock-based compensation to employees or non-employees.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Based upon the level of losses and projections of the future taxable income over the periods in which the deferred tax assets are deductible, a full valuation allowance has been provided as management believes that it is more likely than not, based upon available evidence, that the deferred tax assets will not be realized.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Recently Issued and Newly Adopted Accounting Pronouncements

The Company does 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.

NOTE 3 – GOING CONCERN

The Company is a development stage company and has incurred a cumulative net loss since inception of $2,654,340. As of September 30, 2013, the Company had a positive working capital of $775,471, 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. To date, the Company’s cash flow requirements have been primarily met through proceeds received from sales of common stock. The ability of the Company to emerge from the development stage is dependent upon the Company's successful efforts to raise sufficient capital and attain profitable operations.

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

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment (PP&E) as of September 30, 2013 and September 30, 2012 consisted of the computer equipment and software, furniture and leasehold improvement with useful life of 3 or 5 years. Balances for the PP&E as of September 30, 2013 and September 30, 2012 were as follows:

Depreciation expense for the twelve months ended September 30, 2013 and 2012 was $12,117 and $886, respectively.

NOTE 5 – TRADEMARKS

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 September 30, 2013, 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 September 30, 2013 and September 30, 2012, the Company capitalized trademark costs of $35,945 and $31,183, respectively. Accumulated amortization at September 30, 2013 and September 30, 2012 was $5,459 and $2,659, respectively. During the twelve months ended September 30, 2013 and 2012, the Company recorded trademark amortization expense of $2,800 and $2,659. 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 cost of the future S-1 offering. As a result of this transaction, additional paid in capital was reduced for the 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 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 September 30, 2013 and September 30, 2012, 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.

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

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

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.

NOTE 7 – RELATED PARTY TRANSACTIONS

On August 9, 2010, the Company sold 20,000 shares of common stock at $0.25 a share to its directors for total consideration of $5,000.

The CEO of the Company is the managing director of a consulting company, who provides consulting services 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, 2011 which was expensed as professional fees.

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

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

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

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 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.

Mr Yi Lung Lin is the President, CEO, CFO, Treasure, Secretary and Principal Accounting Officer of NATfresh Beverages Corp. NATfresh Beverages has purchased USD5$00,000 worth of IPO GEEC shares from the Company which is originally from the TCEEC’s subscription receivable after TCEEC could not honor the Promissory Note.

As of September 30, 2013, and as of September 30, 2012 there were amounts due to related parties of $142,843 and $74,467 respectively.

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.

During the year ended September 30, 2013, the Company generated $4,937 in revenue on sales to related parties.

During the year ended September 30, 2013 the Company paid $163,142 and $121,700 to Access Finance and Securities (NZ) Limited as offering costs and consulting fees, respectively.  The Company paid $152,509 to Access Management Consulting and Marketing Pte Ltd as consulting fees during the year ended September 30, 2013.  

During the year ended September 30, 2012 the Company paid $39,992 and $0 to Access Finance and Securities (NZ) Limited as offering costs and consulting fees, respectively.  The Company paid $0 to Access Management Consulting and Marketing Pte Ltd as consulting fees during the year ended September 30, 2012.

NOTE 8 – INCOME TAXES

At September 30, 2013, the Company has available for federal income tax purposes a net operating loss carry forward from the year ended September 30, 2012, of approximately $2,363,544, that may be used to offset future taxable income. The net operating loss carry forward expires beginning the year 2031.  The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Based upon the change in ownership rules under section 382 of the Internal Revenue Code of 1986, if in the future the Company issues common stock or additional equity instruments convertible in common shares which result in an ownership change exceeding the 50% limitation threshold imposed by that section, all of the Company’s net operating losses carry forwards may be significantly limited as to the amount of use in a particular years.

The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

The Company had deferred income tax assets as of September 30, 2013 and 2012 as follows:

NOTE 9 - 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. 

                                                                                  Fiscal year end 9/30:

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. 

NOTE 10 - SUBSEQUENT EVENTS

On October 3, 2013, the company entered into a Term Sheet with Southridge Partners II LP in respect of their commitment to purchase up to $20,000,000 worth of common stock of the Company over a period of two years.  The purchase price shall equal to 92% of the low closing bid price during the Valuation Period.  Valuation Period shall mean five trading days, commencing on the first trading day following delivery and clearing of the Estimated Shares.

On October 17, 2013, the Company entered into an Equity Purchase Agreement and Registration Rights Agreement with Southridge Partners II LP in respect of their commitment to purchase $20,000,000 worth of common stock of the Company over a period of two years from the date the registration statement is declared effective.  A Promissory Note of $125,000 was issued to Southridge Partners II LP being the Commitment Fee and become due six months from the date of the Term Sheet.

On October 24, 2013, the Company filed a Form 8-K in respect of the Registration Rights Agreement and Equity Purchase Agreement signed by the Company with Southridge Partners II LP for the $20,000,000 equity credit line facility.

On October 28, 2013, the Company engaged Access Finance and Securities (NZ) Limited to be the Company’s Advisor and Manager for the Issue in connection with the $20,000,000 equity credit line from Southridge Partners II LP.  The remuneration for the Advisor is USD400,000 (NZD500,000) and Manager for the Issue is USD480,000 (NZD600,000).

On October 28, 2013, the Company engaged Access Management Consulting and Marketing Pte Ltd to be the Company’s Consultant for preparation of a Business Plan and hence the Prospectus and Securities Attorney services in connection with the $20,000,000 equity credit line from Southridge Partners II LP.  The remuneration for the Consultant is USD500,000 (SGD625,000).

On November 5, 2013, the Company filed the registration statement (Form S-1) in respect of the $20,000,000 equity credit line from Southridge Partners II LP.

On November 6, 2013, the Company filed a Form 8-K in respect of a Stock Repurchase 10b5-1 Trading Plan to support the share price of the Company for a three month period ending February 11, 2014.  The Authorized Daily Purchase Amount shall be an amount equal to 25% of the ADTV (as defined in Rule 10b-18(a) of the common stock of the Company.  The Authorized Price Per Share is the maximum price of $2.00 per share, not excluding the commission and the Total Plan Amount is $200,000 worth of the Common Stock or a total of 100,000 shares of the Company’s common stock, whichever amount is achieved earlier.

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.

On December 30, 2013, the Company received $450,000 from Access Equity Capital Management Corp being part payment of the Promissory Note dated December 26, 2013.

On January 13, 2014 the total number of shares outstanding and issued is 392,579,305 which is exclusive of 1,666,667 common shares sold to Access Equity Capital Management Corp not yet transferred or registered.  

Item 9.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer covered by this report, we carried out an evaluation, under the supervision and with the participation of our 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 of September 30, 2013 (the “Evaluation Date”). Based upon the evaluation of our disclosure controls and procedures as of the Evaluation Date, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective because of the identification of material weaknesses in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.

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 Rule 13a-15(f).  Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

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 our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and our receipts and expenditures of are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements.  All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls.  Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2013.  In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on its evaluation, our management concluded that there are material weaknesses in our internal control over financial reporting and Management has concluded that the Company’s internal controls over financial reporting are ineffective as of September 30, 2013.  A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We have a material weakness that relates to the lack of segregation of duties in our accounting processes.

Our closing process is deficient in assuring accurate information and complete disclosures without assistance from our auditors.

M&K CPAS, PLLC, our registered independent public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of September 30, 2013.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of our fiscal year ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud.  A 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 a 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 a 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 or board override of the 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, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control and Financial Reporting

During the year ended September 30, 2013 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information.

None.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

Directors and Officers

Our bylaws allow the number of directors to be fixed by the Board of Directors.  Our Board of Directors has fixed the number of directors at three.

Our current directors and officers are as follows:

The directors will serve as directors until our next shareholder meeting or until a successor is elected who accepts the position.  Officers hold their positions at the will of the Board of Directors.  There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of our affairs.

Yi Lung Lin, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Since our inception on July 22, 2010, Yi Lung Lin has been our president, chief executive officer, secretary, chief financial officer and a member of the board of directors.  Mr. Lin is a Chartered Marketer (UK), Chartered Manager (UK), Accountant (UK) and a merchant banker by profession.  He is also a Paralegal Advisor after he obtained the Bachelor of Law (LLB (Hons)) degree from the Nottingham Law School (Nottingham Trent University, UK).  He is currently studying the Master of Laws (LLM) major in Corporate and Insolvency Law with the Nottingham Law School (Nottingham Trent University, UK).     After his professional studies, he has been employed by international organizations like SKF and Nestle as their accountant and then ventured into the financial services businesses for more than 10 years.  In 1994, he became the duly appointed Trade Commissioner for the Republic of Vanuatu to head the Vanuatu Trade Office in New Zealand and then, to be responsible for the Vanuatu Trade Office in Taiwan.  Prior to his retirement as the Vanuatu Trade Commissioner, he has been appointed by the President of the Sanma Province, Vanuatu as the Ambassador.  At present, he is the chairman and Managing Director of Access Finance and Securities (NZ) Limited – (“AFS’), a financial institution duly incorporated under the laws of New Zealand providing offshore merchant banking/investment banking services in the area associated and/or incidental to capital markets – assisting companies to go public in the US for listing on the OTCBB or the Pink Sheet, merger and acquisition, securities placement agent service and underwriting securities.  He is also the Managing Director of other companies under the AFS Group of Companies, namely, Access Equity Capital Management Corp, USA and Access Management Consulting and Marketing Pte Ltd, Singapore as well as the President and CEO of the NATfresh Beverages Corp and Managing Director of NATfresh Productions (S) Pte Ltd and Genufood Enzyme (S) Pte Ltd, Singapore.

Pei Wei Jiang, Principal Accounting Officer

On June 7, 2013, Pei Wei Jiang had been appointed to be our Principal Accounting Officer to assist the President of the Company.  Ms. Jiang is an Economist by profession.  She is a graduate from the Shanghai University of Finance and Economics, China.  She is also a student member of the Association of Chartered Certified Accountants, UK (ACCA) where she had just sat her final paper completing the ACCA course.  After her education, she was employed by Shanghai Long Xing Property Development Co Ltd, China where she worked as an Accounts Executive for 3 years.  She then migrated to Singapore in 2005 and is currently a Singapore Permanent Resident.  In Singapore, she was employed by Chambers property Management Services Pte Ltd as an Accounts Executive for a year to take on another employment with Leisurequest Pte Ltd where she worked for 4 years as an Accounts Executive.  She then joined Trio-Tech International Pte Ltd as an Accounts Executive for one year.  In August, 2012, she joined the AFS Group, namely, Access Management Consulting and Marketing Pte Ltd and continued to be employed by the AFS Group as Accounting Manager.   

Other than as disclosed above, our directors currently do not serve on the boards of other public companies.

Significant Employees

There are no individuals other than our executive officers who make a significant contribution to our business.

Family Relationships

There are no family relationships among our officers or directors.

Legal Proceedings

We are currently a party to two legal proceedings.  The first legal proceedings is a civil claim we filed on March 14, 2013 in the District Court in the District of Nevada against Taiwan Cell Energy Enzymes Corp (“TCEEC”) for breach of contract under clause 13.3.4.2 of the Sole Distributorship Agreement (General Outlet-Human Consumption) – Case 2:13-cv-00435-RCJ-CWH.  On April 30, 2013, the District Court in the District of Nevada entered a default against TCEEC and on May 17, 2013, a Motion for Default Judgment against TCEEC was filed.  The second legal proceedings, is a criminal complaint we filed on June 21, 2013 with the Taiwan Public Prosecutors Office against Chen Wen Hsu and Pi Lien Peng for breach of fiduciary duty, forgery and fraudulent misrepresentation.    

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

Section 16(a) Beneficial Ownership Compliance Reporting

Section 16(a) of the Securities Exchange Act of 1934 requires a company’s directors and officers, and persons who own more than ten-percent (10%) of the company’s common stock, to file with the Securities and Exchange Commission reports of ownership on Form 3 and reports of change in ownership on Forms 4 and 5.  Such officers, directors and ten-percent stockholders are also required to furnish the company with copies of all Section 16(a) reports they file.  Based solely on our review of the copies of such forms received by us and on written representations from certain reporting persons, we believe that all Section 16(a) reports applicable to our officers, directors and ten-percent stockholders with respect to the fiscal year ended September 30, 2013 were filed.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we have not yet finalized the content of such a code.  Companies whose equity securities are listed for trading on the OTC Bulletin Board are not currently required to implement a code of ethics.

Director Nominees

As of September 30, 2013 there have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

Audit Committee

The functions of the Audit Committee are currently carried out by our Board of Directors.  Our Board of Directors has determined that we do not presently need an audit committee financial expert on our Board of Directors carrying out the duties of the Audit Committee.  Our Board of Directors has determined that the cost of hiring a financial expert to act as one of our directors and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.

Item 11.  Executive Compensation.

The following Summary Compensation Table sets forth the total annual compensation paid or accrued by us to or for the account of the Principal Executive Officer (“PEO”) and our Principal Financial Officer (“PFO”).  None of our other executive officers received compensation in excess of $100,000 during the fiscal year ended September 30, 2013.

Summary Compensation

Our executive officers and directors did not receive any other compensation as directors or officers or any benefits.

Outstanding Equity Awards at Fiscal Year End

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth the ownership, as of January 13, 2014, of our common stock by each of our directors, and by all executive officers and directors as a group, and by each person known to us who is the beneficial owner of more than 5% of any class of our securities.  As of January 13, 2014, there were 392,579,305 common shares issued and outstanding.  All persons named have sole voting and investment power with respect to the shares, except as otherwise noted.  The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this Annual Report.

(1)

Yi Lung Lin is our President.  Mr. Lin’s beneficial ownership includes 50,030,000 shares held by Access Equity Capital Management Corp. and 100,000,000 shares held by Access Finance and Securities (NZ) Limited, both companies which Mr. Lin has voting and investment control over.

(2)

Pei Wei Jiang is our Principal Accounting Officer.

(3)

Chen Wen Hsu is a former director.  Mr. Hsu’s beneficial ownership includes 8,847,200 shares held in his own name and 65,537,813 shares held by Taiwan Cell Energy Enzymes Corp., a company Mr. Hus has voting and investment control over.

(4)

Huei-Ling Wang is the wife of our President Yi Lung Lin.

(5)

Former directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers.  We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors or a committee performing a similar function.  It is the view of the Board that it is appropriate for us not to have such a committee because of our size and because the Board as a whole determines executive compensation.  Each of our directors is also is a senior officer of the company.

Compensation Committee Report

Our Board of Directors as a whole has revised and discussed the compensation discussion and analysis disclosed in this Form 10-K and based on this review and discussion, has determined that the disclosure be included in this annual report.  

Compensation of Directors

We do not pay our directors any fees for attendance at Board meetings or similar remuneration or reimburse them for any out-of-pocket expenses incurred by them in connection with our business.

Change of Control

Item 13.  Certain Relationships and Related Transactions, and Director Independence

On August 9, 2010, we sold 20,000 shares of common stock at $0.25 a share to our directors for total consideration of $5,000.

Our CEO is the managing director of a consulting company, who provides consulting services to us.  In January 2011, we converted $50,000 owed to this consulting company into 50,000,000 shares of our 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. We 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, we issued the aforementioned 200,000,000 shares recorded at $200,000 and paid total cash of $345,000 for offering costs. We also paid a total $100,000 for consulting services to this company during the year ended September 30, 2011 which was expensed as professional fees.

During the year ended September 30, 2011, our President, Chief Executive Officer, Chief Financial Officer, and director, Mr. Yi Lung Lin paid some operating expenses on our behalf.  The amounts due to him for these expenses were $1,250 and $0 as of March 31, 2013 and September 30, 2012, respectively.  

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

During the twelve months ended September 30, 2012, we reimbursed one of the directors of GEECIS $8,076 for rent and utilities in Sri Lanka.

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

On October 11, 2010, we entered into a Sole Distributorship Agreement (General Outlet-Human Consumption) with Taiwan Cell Energy Enzymes Corporation (“TCEEC”) for marketing and distribution of our enzyme products in the Republic of China (Taiwan). Mr. Chen Wen Hsu, one of our former 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 us by subscribing to 125,000,000 shares of our 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, we recognized $60,993 and $120,558, respectively, in related party revenue from our customer TCEEC who is controlled by one of our former directors Ken Wen Hsu.

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

During the year ended September 30, 2012, we 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 us as of September 30, 2012 for 7,037,667 shares issued during the year then ended.

During the year ended September 30, 2012, we received a total of $9,000 from Access Equity Capital Management, 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. Our President is also the Managing Director of AMCM.

On September 6, 2012, the Board approved a monthly salary of $5,000 to our 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 our President, YI Lung Lin and L-2 visa for his wife, Wang Huei Ling.

On September 24, 2012, NATfresh Beverages has purchased US $500,000 worth of IPO GEEC shares from us. 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 us and TCEEC was cancelled since TCEEC could not honor its obligations.

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

Mr. Yi Lung Lin is the President, CEO, CFO, Treasure, Secretary and Principal Accounting Officer of NATfresh Beverages Corp. NATfresh Beverages has purchased USD$500,000 worth of IPO shares from us which are originally from the TCEEC’s subscription receivable after TCEEC could not honor the Promissory Note.

As of September 30, 2013, and as of September 30, 2012 there were amounts due to related parties of $142,843 and $74,467 respectively.

During the year ended September 30, 2013, we 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.

During the year ended September 30, 2013, we generated $4,937 in revenue on sales to related parties.

During the year ended September 30, 2013 we paid $163,142 and $121,700 to Access Finance and Securities (NZ) Limited as offering costs and consulting fees, respectively.  We paid $152,509 to Access Management Consulting and Marketing Pte Ltd as consulting fees during the year ended September 30, 2013.  

During the year ended September 30, 2012 the Company paid $39,992 and $0 to Access Finance and Securities (NZ) Limited as offering costs and consulting fees, respectively.  The Company paid $0 to Access Management Consulting and Marketing Pte Ltd as consulting fees during the year ended September 30, 2012.  

Other than as described above, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of our total assets for the last fiscal year.

Director Independence

The OTC Bulletin Board on which our common shares are listed on does not have any director independence requirements.  We also do not have a definition of independence as our directors also hold positions executive officer positions with us.  Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regards to this definition.

Item 14.  Principal Accounting Fees and Services

Audit, Audit-Related and Non-Audit Fees

The following table represents fees for the professional audit services and fees billed for other services rendered by our current auditors, M&K CPAS, PLLC for the audit of our consolidated annual financial statements for the years ended September 30, 2013 and September 30, 2012 and any other fees billed for other services rendered M&K CPAS, PLLC during that period.

Audit Committee Approval

Since our inception, our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually.  The Board, acting as the audit committee, pre-approved all audit related services for the year ended September 30, 2013.

PART IV

Item 15.  Exhibits, Financial Statement Schedules

The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or related notes thereto.

Exhibits

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.

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