Genufood Energy Enzymes Corp. - Annual Report: 2022 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended September 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from                to

Commission File Number 000-56112

GENUFOOD ENERGY ENZYMES CORP.

(Exact name of registrant as specified in its charter)

1108 S. Baldwin Avenue, Suite 107

Arcadia, California 91007

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (855) 707-2077

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of January 11, 2023, there were 299,686,921 shares outstanding, $0.001 par value per share, of the registrant’s common stock outstanding. No market value has been computed based upon the fact that no active trading market had been established as of September 30, 2022.

GENUFOOD ENERGY ENZYMES CORP.

FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS

GENERAL NOTE

We refer to our business from the period from inception (June 21, 2010) through approximately mid- to late-2016, as our “historic period”, the business conducted during the historic period as our “original business” and the management of our company during the historic period as “Oliver Lin’s management”.

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 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). 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” or “anticipate” 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: 

ITEM 1. BUSINESS

The discussion of the business of Genufood Energy Enzymes Corp. and its wholly-owned subsidiary (“Genufood” “we” or the “Company”), is as of the date of filing this report, unless otherwise indicated.

Original Business

During our historic period, we were a start-up company whose main focus was to promote, market, distribute and export a range of enzyme products manufactured in the United States for sale for human and animal consumption in certain Asian markets, including the Association of Southeast Asian Nations (“ASEAN”). Our objective was to commence marketing and distribution of a 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 a Multi-Level Marketing – Franchise Investor Dealer Related (MLM-FIDR) concept, beginning in Taiwan, and then China, Hong Kong, Macau, Thailand, Malaysia, Singapore and Sri Lanka.

At some point, which we believe may have occurred approximately mid- to late-2016, Oliver Lin’s management ceased operating our original business. We have not generated any revenue from operations since that time.

Recent Developments

In 2019 and through the end of fiscal 2021, we explored plans to restart our enzyme products business or develop a new business. In 2019 and through early 2020, we had planned to restart our original enzyme products business, by importing enzyme supplements from the United States for sale in Taiwan. However, due to the COVID-19 pandemic, all non-COVID-19 related matters, including obtaining an import license from Taiwan’s Ministry of Economic Affairs and the Taiwan Food and Drug Administration (“FDA”), were delayed or were taking longer than usual in Taiwan beginning in late-January 2020. For various reasons, including the fact that, without a reasonably foreseeable end of the pandemic and Taiwan government resources being shifted to dealing with the pandemic, we decided to abandon the plan to restart our enzyme products business.

During fiscal year 2020, we announced that we were in the preliminary stage of developing a new business plan to sell and distribute physiological sea water and nasal spray in Taiwan and the United States. However, after exploring this possible business as a result of several factors, including but not limited to difficulties in commencing a new business during the ongoing COVID-19 pandemic, we decided not to pursue the nasal spray business.

In September 2020, we announced that we were exploring business opportunities for medical mask, medical-grade gloves and possibly other PPE. During fiscal 2021, due to lack of sufficient funding, we decided not to pursue the PPE business. We continued to explore other products with high demand since the advent of the COVID-19 pandemic, specifically rapid test kits. However, due to lack of funding and other factors, including the size of enterprise needed to successfully carry out such a business, we no longer intend to pursue this business.

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

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

At this time, we reserve the right to further change our business plan at any time.  

Hukui Investment

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

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

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

As a result of our original purchase of the first 80,000 of the Hukui Shares on December 15, 2020, together with certain other factors, we may have been deemed to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). To the extent that we may have been deemed to be an investment company, we have been relying on Rule 3a-2 promulgated under the Investment Company Act, allowing us to terminate our investment company status on or before December 15, 2021, the first anniversary of our purchase of the first 80,000 of the Hukui Shares, without having to register and be regulated as an investment company.

Believing that it is not in the best interests of the Company and its shareholders to register and be regulated as an investment company under the Investment Company Act, we explored different lawful means by which we could terminate our potential investment company status. We determined that the only viable option to terminate our potential investment company status and lawfully avoid registration and regulation under the Investment Company Act was to sell the Hukui Shares on or before the December 15, 2021 deadline.

After making diligent efforts to seek a purchaser of the Hukui Shares, we received three all-cash offers to purchase the Hukui Shares. We accepted the offer of the Purchaser, which was the highest of the three all-cash offers that we received.

We had purchased the Hukui Shares in two tranches, on December 15, 2020 and June 30, 2021, pursuant to the Hukui Agreement, at $10.00 per share, for an aggregate purchase price of $1,400,000.  We sold the Hukui Shares at $2.50 per share, for a total price of $350,000, resulting in loss of $1,050,000. We recognized impairment loss of the market value of the shares of $1,050,000 for the year ended September 30, 2021. See Note 4 to the Consolidated Financial Statements.

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

With the sale of the Hukui Shares, we believe that we are no longer deemed to be an investment company as defined in the Investment Company Act and, accordingly, we are not required to register and be regulated as an investment company thereunder. Additionally, with the execution of the Termination Agreement, the possibility that we could again become an inadvertent investment company under the Investment Company Act has been removed.

We have decided to expand our business in the area of electric vehicle supply equipment (“EVSE”), and we will need to raise capital to pursue such a business. There are no commitments in place to fund such business and no guarantee can be given that we will be able to secure such funding on terms that are favorable to us, or at all  .

Certain Regulatory Matters

Blank Check Company 

Based on the current and proposed business activities described above, the Company is a “blank check” company pursuant to Rule 419(a)(2) under the Securities Act. The Securities and Exchange Commission (the “SEC”) defines a blank check company as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” 

Rule 419 requires, among other things, that the proceeds of any public offering of penny stock securities by a blank check company, and all securities issued by a blank check company in such an offering, must be placed in a formal escrow or trust account until certain conditions specified in Rule 419 have been satisfied. In addition, many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. 

Shell Company 

Pursuant to Rule 12b-2 under the Exchange Act, we are also a “shell company” because we have no or nominal assets (other than cash) and no or nominal operations. As such, we are subject to a variety of regulations. As we have also previously disclosed, certain specific rules and regulations of the SEC apply to shell companies, including the following:

GEEC was incorporated in Nevada on June 21, 2010. Our principal place of business is located at 1108 S. Baldwin Avenue, Suite 107, Arcadia, California 91007 and our telephone number is (855) 707-2077. Our website is www.geecenzymes.com. No part of our website is incorporated into this report.

Employees

As of November 30, 2022, we had 7 part time employees and 1 full time employee. Our employees were based in both Taiwan and USA.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not required for smaller reporting companies.

ITEM 2. PROPERTIES

Our principal executive offices are located at 1108 S. Baldwin Avenue, Suite 107, Arcadia, California 91007. The arrangement is on a month-to-month basis at a cost of $200 per month.

ITEM 3. LEGAL PROCEEDINGS

There are presently no material pending legal proceedings to which we are a party or as to which any of our property is subject, and no such proceedings are known to us to be threatened or contemplated against us.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock (“Common Stock”) is not traded on any stock exchange and is occasionally quoted on the OTC Pink Market. As of November 16, 2022, there were approximately 260 record holders of our Common Stock.

Dividend Policy

We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the execution of our business model.

Securities Authorized for Issuance Under Equity Compensation Plans

We have not authorized the issuance of, or issued, any securities under a retirement, pension, profit sharing, stock option or other equity compensation plans.

Recent Sales of Unregistered Securities

In order to fund the First Tranche Investment in Hukui and for general working capital needs, we conducted a private offering of our Common Stock. On December 15, 2020, we sold 107,000,000 shares of our Common Stock to 34 individuals at a purchase price of $0.01 per share (the “Fall 2020 Offering”), for gross and net proceeds of $1,070,000, before allocating certain expenses associated with the offering in the amount of $5,852 as adjusted paid-in capital. See Note 5 to Consolidated Financial Statements.

On April 9, 2021, we issued 3,059,836 shares of our Common Stock to repay the outstanding principal and accrued and unpaid interest on a promissory note we issued to evidence a loan made to us by one of our stockholders in the principal amount of $30,000 (the “October 2020 Note”).

In order to fund the Second Tranche Investment in Hukui and for general working capital needs, we conducted a private offering of our Common Stock. On June 15, 2021, we sold 63,000,000 shares of our Common Stock to 18 individuals, at purchase price of $0.01 per share (the “Spring 2021 Offering”), for gross and net proceeds of $630,000, before allocating certain expenses associated with the offering in the amount of $7,230 as adjusted paid-in capital. See Note 5 to Consolidated Financial Statements.

Our Board of Directors authorized that all accrued and unpaid amounts of compensation, as of March 31, 2019, and thereafter, may be converted, at the option of our directors, and present and certain former executive officers, into shares of our Common Stock, at a rate of $0.05 per share for compensation earned on or before September 30, 2020 and $0.01 per share for compensation earned on and after October 1, 2020. Our Board of Directors also agreed that all accrued and unpaid amounts of director fees, as of March 31, 2019, and thereafter, may be converted upon the occurrence of certain events, at the option of the director, into shares of our Common Stock, at the same rates.

Effective March 31, 2021, we issued an aggregate 6,399,965 shares of our Common Stock to certain of our directors, officers, employees and a consultant, who converted accrued and unpaid compensation in the aggregate amount of $94,398. Of this amount, (i) $37,998 was with respect to amounts accrued during fiscal year 2020 and was converted at a rate of $0.05 per share into an aggregate 759,965 shares of our Common Stock; and (ii) $56,400 was with respect to amounts accrued during fiscal year 2021 through March 31, 2021 and was converted at a rate of $0.01 per share into an aggregate 5,640,000 shares of our Common Stock. See Item 11, “Executive Compensation”.

Effective September 30, 2021, we issued an aggregate 6,144,000 shares of our Common Stock to certain of our current and former directors, officers, employees and a consultant, who converted accrued and unpaid compensation in the aggregate amount of $61,440 at a rate of $0.01 per share of our Common Stock. See Item 11, “Executive Compensation”.

We offered and issued all of the foregoing securities under the exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Regulation D or Regulation S promulgated thereunder.

ITEM 6. [RESERVED]

Not required for smaller reporting companies.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

This discussion should be read in conjunction with the Company’s consolidated financial statements, including the Notes thereto, for the years ended September 30, 2021 and September 30, 2022, beginning on Page F-1.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

During our historic period, we were a start-up company whose main focus was to promote, market, distribute and export a range of enzyme products manufactured in the United States for sale for human and animal consumption in certain Asian markets, including ASEAN. Our objective was to commence marketing and distribution of a 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 a Multi-Level Marketing – Franchise Investor Dealer Related (MLM-FIDR) concept, beginning in Taiwan, and then China, Hong Kong, Macau, Thailand, Malaysia, Singapore and Sri Lanka.

At some point, which we believe may have occurred approximately mid- to late-2016, Oliver Lin’s management ceased operating our original business. We have not generated any revenue from operations since that time.

In 2019 and through the end of fiscal 2021, we explored plans to restart our enzyme products business or develop a new business. In 2019 and through early 2020, we had planned to restart our original enzyme products business, by importing enzyme supplements from the United States for sale in Taiwan. However, due to the COVID-19 pandemic, all non-COVID-19 related matters, including obtaining an import license from Taiwan’s Ministry of Economic Affairs and the Taiwan FDA, were delayed or were taking longer than usual in Taiwan beginning in late-January 2020. For various reasons, including the fact that, without a reasonably foreseeable end of the pandemic and Taiwan government resources being shifted to dealing with the pandemic, we decided to abandon the plan to restart our enzyme products business.

During fiscal year 2020, we announced that we were in the preliminary stage of developing a new business plan to sell and distribute physiological sea water and nasal spray in Taiwan and the United States. However, after exploring this possible business as a result of several factors, including but not limited to difficulties in commencing a new business during the ongoing COVID-19 pandemic, we decided not to pursue the nasal spray business.

In September 2020, we announced that we were exploring business opportunities for medical mask, medical-grade gloves and possibly other PPE. During fiscal 2021, due to lack of sufficient funding, we decided not to pursue the PPE business. We continued to explore other products with high demand since the advent of the COVID-19 pandemic, specifically rapid test kits. However, due to lack of funding and other factors, including the size of enterprise needed to successfully carry out such a business, we no longer intend to pursue this business.

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

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

At this time, we reserve the right to further change our business plan at any time.  

Hukui Investment

In late September 2020, we announced that Hukui and we had entered into the Hukui Agreement, pursuant to which we agreed to purchase an aggregate 200,000 shares of Hukui’s Series C Preferred Shares at $10.00 per share, for an aggregate investment of $2,000,000. 

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

Following the end of our 2021 fiscal year, the Purchaser, Hukui and we entered into the Stock Purchase Agreement, pursuant to which we agreed to sell the 140,000 Hukui Shares that we had purchased in the First Tranche Closing and the Second Tranche Closing to the Purchaser for $350,000 in cash, or $2.50 per share. The sale of the Hukui Shares closed on November 19, 2021.

We had purchased the Hukui Shares in two tranches, on December 15, 2020 and June 30, 2021, pursuant to the Hukui Agreement, at $10.00 per share, for an aggregate purchase price of $1,400,000.  We sold the Hukui Shares at $2.50 per share, for a total price of $350,000, resulting in loss of $1,050,000. We recognized impairment loss of the market value of the shares of $1,050,000 for the year ended September 30, 2021. See Note 4 to Notes to Consolidated Financial Statements.

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

As we are currently pursuing business in the area of electric vehicle supply equipment (“EVSE”), we will need to raise capital to pursue such a business. There are no commitments in place to fund any such business and no guarantee can be given that we will be able to secure such funding on terms that are favorable to us, or at all.  

For the fiscal year ended September 30, 2020, Jui Pin (John) Lin, our former President and Chief Executive Officer, periodically provided the capital we needed to operate in the form of loans in the aggregate principal amount of $120,410, the principal and accrued and unpaid interest of which are convertible, at his option, into shares of our Common Stock at $0.05 per share. On December 28, 2020, we repaid Mr. Lin $65,410 of the principal amount of loans due and payable plus accrued interest in the amount of $1,162, for a total of $66,572. On January 5, 2021, we repaid Mr. Lin $20,000 of the principal amount of another such loan due and payable plus accrued interest in the amount of $403, for a total of $20,403.

On August 26, 2020, Jui Pin (John) Lin loaned us $35,000 at 4% interest rate and six months’ maturity. The loan was repaid on February 26, 2021 in the principal amount of $35,000, together with interest in the amount of of $706, for a total of $35,706.

On October 9, 2020, another stockholder loaned us $30,000 (the “October 2020 Loan”), on substantially the same terms as the terms of the loans from Mr. Lin. On April 9, 2021, the lender converted the outstanding principal, together with accrued and unpaid interest in the amount of $598, into 3,059,836 shares of the Company’s Common Stock, at a rate of $0.01 per share.

During the fiscal year ended September 30, 2021, we raised an aggregate $1.8 million in two private offerings, the Fall 2020 Offering and the Spring 2021 Offering, to raise the capital needed to fund our operations and make the First Tranche Investment and Second Tranche Investment in Hukui.

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 anyone for such capital to continue to be made available to us as needed, and we cannot guarantee that any such capital will continue to be available to us on favorable terms, or at all, in the future.

Results of Operations

Year Ended September 30, 2022 compared to the Year Ended September 30, 2021

Revenues

We did not generate any revenues during the years ended September 30, 2022 and 2021.

Operating Expenses

We incurred total operating expenses of $396,311 and $363,637 for the years ended September 30, 2022 and 2021, respectively. Our operating expenses consist of legal fees, other professional fees, payroll expenses, stock-based compensation, rent, bank charges, and transfer agent fees. The increase in operating expenses for the year ended September 30, 2022 compared to the same period ended in 2021 was primarily due to the increase in payroll expenses and stock-based compensation.

Other expense

During the year ended September 30, 2022, we incurred $3,823 other expenses mainly due to interest incurred for unpaid penalty from IRS. During the year ended September 30, 2021, we had a net other income of $52,250, which included incurred $78,476 of other income due to liabilities written off, partially offset by a $25,000 penalty plus interest of $1,226 from the IRS for failing to file Form 5472 timely. During the year ended September 30, 2021 we incurred $1,050,000 impairment loss of investment. We invested $1,400,000 in Hukui’s Series C Preferred stock, which was sold on November 17, 2021 for $350,000, resulting in loss of $1,050,000. We wrote down the investment on September 30, 2021 to reflect fair market value of the investment.

Net Loss

As a result of the above, our net loss decreased from $1,364,432 in the year ended September 30, 2021 to $400,134 in the same period ended in 2022.

Effect of the COVID-19 Pandemic on our Business

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

Our personnel are in Taiwan, which has been relatively less affected by the pandemic compared to many other countries in Asia, Europe and the United States. However, even before an increase in the number of cases of COVID-19 in Taiwan, we experienced delays in obtaining business licenses and permits, and any other governmental approvals that might have been required for businesses that we previously considered commencing, since government offices have been working with reduced staff during the pandemic. We expect this situation to continue and possibly become more challenging depending upon the duration of the pandemic.

Depending upon the extent and duration of the pandemic 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.

Liquidity and Capital Resources

Working Capital

As of September 30, 2022, we had current assets of $150,893 and a working deficit of $54,123. In comparison, as of September 30, 2021, we had current assets of $35,044 and a working capital deficit of $70,302.

As of September 30, 2022, we had total assets of $150,893, compared with total assets of $385,044 at September 30, 2021. The decrease in total assets was primarily due to the sale of investment and cash spent in operating expenses after selling the 140,000 Hukui Shares for cash.

We had $205,016 in total current liabilities as of September 30, 2022, consisting of $102,185 in accounts payable and $102,831 due to related parties. This is compared to total current liabilities of $105,346 in total current liabilities as of September 30, 2021, consisting of $100,746 in accounts payable, $1,590 in accrued expenses, and $3,010 due to related parties. The increase in due to related parties was primarily due to unpaid compensation to officers and directors.

We had total stockholders’ deficit of $83,349 and an accumulated deficit of $9,922,955 as of September 30, 2022. In comparison, we had a total stockholders’ equity of $253,472 and an accumulated deficit of $9,522,821 as of September 30, 2021.

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

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

On April 9, 2021, we issued 3,059,836 shares of our Common Stock to repay the principal and interest accrued upon the maturity of the October 2020 Note.

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

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

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

Cash Flows

During the year ended September 30, 2022, we used $222,828 of cash in operating activities which was attributable primarily to our net loss of $400,134 offset by change in issuance of stock option and operating assets and liabilities of $177,306. In comparison, during the year ended September 30, 2021, we used $304,588 of cash in operating activities which was attributable primarily to our net loss of $1,364,432 offset by impairment of $1,050,000 to investment and change in operating assets and liabilities of $9,844.

With respect to our investing activities, we received $350,000 in payment for the sale of the 140,000 Hukui Shares during the year ended September 30, 2022. During the year ended September 30, 2021, we used $1,400,000 for investment in Hukui.

During the year ended September 30, 2022, we did not have any financing activity. During the year ended September 30, 2021, we had total cash inflow of $1,695,549 from financing activities. We received $30,000 from the October 2020 Loan. We repaid $120,410 to the notes from related party, who was our then President and Chief Executive Officer, Jui Pin Lin. We received $1,785,959, net of directly associated expenses, including legal, transfer agent, and printing and delivery expenses, from two private offerings of our Common Stock, which were completed in December 2020 and July 2021, respectively. For accounting purpose, we recorded the net proceeds from private offering instead of the gross amount of $1,800,000.

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

Our ability to continue as a going concern is dependent upon our ability to successfully execute our business plan and generate profitable operations in the future, and, until and unless we achieve that, to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operation as and when they become due. To date, our capital requirements have primarily been funded by shareholders through the purchase of our Common Stock in private offerings and short-term borrowings from a former officer and another shareholder.

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

Contractual Obligations

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

Off-Balance Sheet Arrangements

As of September 30, 2022, we had not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. As of September 30, 2022, we had not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, as of September 30, 2022, we had not had any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. As of September 30, 2022, we had not had any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Critical accounting policies and estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. For the years ended September 30, 2022 and 2021, no significant estimates and assumptions have been made in the consolidated financial statements. The following are some of the critical accounting policies in relation to the preparation of the consolidated financial statements. For a full summary of our critical accounting policies, please refer to Note 2 to the Consolidated Financial Statements.

Foreign currency translation

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

Stock-Based Compensation

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

Recent accounting pronouncements

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

Currency exchange rates

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

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

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

For financial reporting purposes, the financial statements of the Company’s Singapore subsidiary, which are prepared using the SGD, are translated into the Company’s reporting currency, USD. Assets and liabilities are translated using the exchange rate on the balance sheet date, which was 0.6970 and 0.7368 as of September 30, 2022 and 2021, respectively. Revenue and expenses are translated using average exchange rates prevailing during each reporting period. The 0.7293 and 0.7458 average exchange rates were used to translate revenues and expenses for the years ended September 30, 2022 and 2021, respectively. Stockholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive loss in stockholders’ deficit.

ITEM  7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM  8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See pages F-1 through F-15.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On February 23, 2022, (i) DYH & Company (“DYH”) resigned as the independent registered public accounting firm of the Company; and (ii) the Board of Directors of the Company, which acts as the audit committee, engaged KCCW Accountancy Corp. (“KCCW”) as the Company’s new independent registered public accounting firm.

The reports of DYH on the consolidated financial statements of the Company as of and for the years ended September 30, 2020 and 2021 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle.

During the years ended September 30, 2020 and 2021 and through February 23, 2022, there were no disagreements with DYH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of DYH, would have caused DYH to make reference to the subject matter of the disagreement in its reports on the Company’s consolidated financial statements for such years.

The Company has provided DYH with a copy of the disclosures it is making herein and has requested that DYH furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not DYH agrees with the above statements. A copy of such letter is provided herewith as Exhibit 16.1.

No consultations occurred between the Company and KCCW during the years ended September 30, 2020 and 2021 and through February 23, 2022, regarding either (i) the application of accounting principles to a specific completed or proposed transaction, the type of audit opinion that might be rendered on the Company’s financial statements, or other written or oral information provided that was an important factor considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that the information relating to our Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the evaluation date, our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting, as described below.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the design and operating effectiveness of our internal controls over financial reporting based on the framework in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

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

Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

Comingling of funds: We do not have adequate control of our petty cash, resulting in the comingling of our petty cash with the nominal account holder’s personal funds.

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

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

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

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. As a result of the material weaknesses in internal control over financial reporting identified above, management concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2022 based on the criteria set forth in “Internal Control—Integrated Framework” issued by COSO.

Due to the nature of the material weaknesses, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected. The material weaknesses identified above either individually or in aggregation did not result in any identified misstatements or errors in the Company’s consolidated financial statements at and for the year ended September 30, 2022.

Management’s Plan for Remediation 

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

However, due to limitation of funds and personnel, we have so far been unable to begin to implement the plan to remediate the material weaknesses noted above.

Inherent Limitations on Effectiveness of Controls

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

Changes in Internal Control

There have been no changes in our internal control over financial reporting that occurred during the year ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None. 

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

As of the date of the filing of this Annual Report, our current directors and executive officers and additional information concerning them are as follows:

David Tang has served as our Chief Executive Officer since July 15, 2022. Prior to joining us, Mr. Tang was a Relationship Manager of Venture Lending Emerging Technologies division at East West Bank in California from 2019 to 2022. Prior to that, Mr. Tang was an advisor to many startups in Hong Kong, including Maxvoice and Maxisense from 2016 to 2019. Mr. Tang was the founder and the Chief Executive Officer of Fontainebleau Partners, a technology startup in Hong Kong from 2012 to 2016. In 2011, Mr. Tang was an Equity Research Analyst at BNP Paribas Securities in Hong Kong and Taipei. In 2009, Mr. Tang was an MBA Consultant for Swire Coca-Cola HK Limited. From 2005 to 2008, Mr. Tang was a Relationship Manager at Manufacturing Bank in California, a Sumitomo Mitsui Banking Corporation subsidiary. From 2004 to 2005, Mr. Tang was a Client Financial Analyst at Citibank in California. Mr. Tang has a bachelor degree in History from University of California, Irvine and a Master of Business Administration degree in Finance from Hong Kong University of Science & Technology. Mr. Tang is currently a mentor at KidsX Accelerator, a network of pediatric experts and innovators founded and administered by Children’s Hospital Los Angeles.

Jui Pin (John) Lin has served as our President since July 14, 2022, and Mr. Lin has served as a director since June 17, 2021. He also served as our President from March 4, 2020 to August 1, 2021 and as our Chief Executive Officer from March 18, 2020 to August 1, 2021. Mr. Lin previously served as our President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer, and as a director, from April 18, 2017 to August 4, 2017. From November 1983 to the present, Mr. Lin has served as the President of Risesun Electrical & Industry Co. Ltd. located in Taiwan. From March 1994 to the present, he has served as President of Risesun Electric & Industry (Kunshan) Co. Ltd. located in China. From May 1998 to the present, Mr. Lin has served as the Chairman and Director of Yogo Textile Co. Ltd. located in Bangladesh. From September 2015 to the present, he has served as the President of First Empire Corp. located in Seychelles. From November 2018 to the present, Mr. Lin has served as the President of Rekun Electronic Technology (Kunshan) Corp. located in China. Mr. Lin received a bachelor degree from the Oriental Institute of Technology in Taipei, Taiwan in 1977, where he majored in Textile Engineering.

Shao-Cheng (Will) Wang has served as our Chief Financial Officer, Treasurer and Secretary since March 18, 2020. From June 17, 2021 to October 29, 2021 he also served as a director. In August 2020, Mr. Wang became the president of Yuhan Trading Company in Taichung, Taiwan. From January 1994 to the present, Mr. Wang has served as an information technology consultant for Hsinlan Chemical, Co, Ltd. located in Taichung City, Taiwan. From May 2018 to the present, he has served as the General Secretary for Chinese Taipei Wushu Confederation of the Koushu/Wushu Federation of the Republic of China (Taiwan). From August 1986 to July 2015, he was a teacher and Director of Academic Affairs for Taichung Sha-Lu Industrial Senior High School in Taichung, Taiwan. Mr. Wang received a bachelor’s degree from the Division of Industrial Technics Education of the National Taiwan Normal University and a master’s degree from the Graduate Institute of Statistics of Chung Hua University in Hsinchu City, Taiwan.

Kuang Ming (James) Tsai has served as our Chief Operating Officer since July 14, 2022, and has served as a director since June 11, 2018. Mr. Tsai served as our President from June 29, 2018 to March 4, 2020, our Chief Executive Officer from June 29, 2018 to March 18, 2020 and our Chief Financial Officer from September 12, 2018 to March 18, 2020. From July 2017 to June 2018, Mr. Tsai served as the President of YAMA KAWA Bilingual Club, part of District 67 Toastmasters International. From 2010 to 2017, Mr. Tsai was retired, during which period he was an investor of securities. From 2006 to 2010, he served as the President of Blanfield Pty Ltd., an import company. Mr. Tsai received a Bachelor of Arts Degree from National Taiwan University in 1973, majoring in Economics. 

Wen-Piao (Jack) Lai has served as a director since June 17, 2021. Mr. Lai founded Kuan Dar Textile Co., Ltd., located in Taoyuan City, Taiwan, in 1987 and has served as its President since that time. From January 2016 to December 2017, Mr. Lai served as President of the Alumni Association of Sha-Lu Industrial Vocational Senior High School, from which he graduated in 1967. Mr. Lai has extensive experience in business operations and management through more than 30 years of business management experiences in the company he founded. He also has participated with volunteer firefighting with Taoyuan City Bade Fire Station Squadron in Taoyuan City, Taiwan since 1999.

Hsin-Ta (Darren) Su has served as a director since October 29, 2021 and as our IT manager since March 2020. From April 2020 to October 2021, he was a software developer for JC Healthcare Technology Co., Ltd. In Taiwan. From May 2016 to March 2020, he was a software developer Evolve Development Co., Ltd., in Taiwan. Mr. Su received an associate degree of computer engineering in 1998 from Kuang Wu Junior College in Taiwan.

Hui-Chuan (Sandra) Lin has served as Secretary since July 15, 2022. Ms Lin was previously a Sales Representative of Tai-Wan Motor Parts Co., Ltd since 2017. Ms. Lin received a Master of Business Administration from the University of Glasgow in 2012. Ms. Lin also received her bachelor’s degree in civil engineering from Chung Yuan Christian University in 2007.

None of our directors presently serves as a director of any other public companies. We have not entered into indemnification agreements with our directors, although they have indemnification protection under the laws of the State of Nevada, in which we are incorporated. We do not currently maintain director and officer liability insurance.

We believe that what qualifies each of our directors to serve as such is that each of our directors has a good working relationship with our shareholders generally, has been engaged in private raises of capital, which we will require, and has a broad background in business, all of which qualities and attributes could help us in the future.

Term of Office

Directors hold office until the next annual meeting of our shareholders and until their successors have been duly elected and qualified. Our Bylaws provide that our Board of Directors will consist of no less than one nor more than nine members, as may be set from time to time by our shareholders. Our officers are appointed by, and serve at the discretion of, the Board of Directors.

Director Independence

Our Board of Directors is currently composed of 5 members, neither of whom qualifies as an independent director in accordance with the published listing requirements of the Nasdaq Stock Market. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his or her family members has engaged in various types of business dealings with us.

In addition, our Board of Directors has not made a subjective determination as to any of our directors that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, although such subjective determination is required by Nasdaq requirements. Had our Board of Directors made these determinations, our Board of Directors would have reviewed and discussed information provided by our directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Involvement in Certain Legal Proceedings

During the past ten years, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company, including any allegations (not subsequently reversed, suspended or vacated), permanent or temporary injunction, or any other order of any federal or state authority or self-regulatory organization, relating to activities in any phase of the securities, commodities, banking, savings and loan, or insurance businesses in connection with the purchase or sale of any security or commodity, or involving mail or wire fraud in any business.  

Corporate Governance, Committee Structure and Conflicts of Interest

We do not have standing audit, compensation and nominating/corporate governance committees, or committees performing similar functions. We have not adopted a code of ethics. We anticipate that as we become more familiar with the obligations of U.S. public companies, we will implement appropriate corporate governance structures to comply with SEC and/or stock exchange requirements. We intend to comply with all corporate governance requirements applicable to us at this time. 

Since our Board of Directors does not have standing audit, compensation or nominating/corporate governance committees, or any other committees, the functions that would have been performed by such committees are performed by our Board of Directors as a whole. We do not currently have a director who would satisfy the requirements of being an audit committee financial expert. Our Board of Directors has determined that such committees are not necessary at this time, since the Company is in the early stages of its plan of operations, and there is no active trading of our Common Stock. It should be noted that since, at most, only one of our directors is independent, there is a risk of conflicts of interest arising from time to time. During the next fiscal year, our Board of Directors will monitor whether and when it would be appropriate to diversify the Board of Directors to include independent directors and/or establish Audit, Compensation and/or Nominating/Corporate Governance Committees. 

Shareholder Communications with the Board of Directors

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, our directors welcome the views of our shareholders. During the next fiscal year, our Board of Directors will continue to monitor whether and when it would be appropriate to adopt such a process. 

ITEM 11. EXECUTIVE COMPENSATION

The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal years ended 2022 and 2021. Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred .

Summary Compensation Table

Employment Agreements

We have not entered into employment agreements with any of our named executive officers except for David Tang, CEO.

Employment Contract – David Tang

On July 29, 2022, the Company and David Tang (the “Executive”) executed an employment agreement (the “Employment Agreement”) dated July 29, 2022. Pursuant to the Employment Agreement, the Executive’s full time employment with the Company as the Chief Executive Officer began on July 15, 2022, and the Executive’s responsibilities include executing development of electric vehicle supply equipment (“EVSE”) or commonly known as charging stations and coordinating global strategy and marketing. Additionally, under the Employment Agreement, the Executive shall receive an annual base salary of $150,000 and be eligible for annual bonus subject to certain millstones as mutually agreed by the Executive and the board of directors (the “Board”) of the Company. In accordance with the Employment Agreement, the Executive is also eligible for other benefits, such as medical/dental insurance and telecommunication/commuting reimbursements and paid vacation days.

In connection with the Employment Agreement, on July 29, 2022, the Company and the Executive entered into a stock option agreement (the “Stock Option Agreement”), pursuant to which the Company granted the Executive the stock option (the “Stock Option”) as of July 15, 2022 (the “Date of Grant”) to purchase 15,000,000 shares of the Company’s common stock with the first twenty-five percent (25%) of the Stock Option to be vested on July 15, 2023; the second twenty-five percent (25%) of the Stock Option to be vested on July 15, 2024; the third twenty-five percent (25%) of the Stock Option to be vested on July 15, 2025; and the fourth twenty-five percent (25%) of the Stock Option to be vested on July 15, 2026. Unless terminated earlier pursuant to the Stock Option Agreement, the Stock Option shall expire on July 15, 2032 (the “Expiration Date”).

Compensation Conversion to Common Stock

On December 11, 2022, our Board of Directors authorized that all accrued and unpaid amounts of compensation, as of December 31, 2022, may be converted, at the option of our directors, and present and certain former executive officers, into shares of our Common Stock. No further action has taken place.

Compensation Modification

Effective April 1, 2021, our Board of Directors further modified compensation levels for our officers, directors and consultants, as follows:

Effective August 6, 2021, our Board of Directors further modified compensation levels for its officers, directors and consultants, as follows:

Effective July 15, 2022, our Board of Directors further modified compensation levels for its officers, directors and consultants, as follows:

Outstanding Equity Awards at Fiscal Year-End

There are no outstanding equity awards to any of our named executive officers.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company. We have no present intention of adopting any such plans in the foreseeable future.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of January 11, 2023, the number of shares of our Common Stock owned of record and beneficially by all directors, executive officers and persons who beneficially own more than 5% of the outstanding shares of Common Stock of the Company. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of Common Stock that they beneficially own.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Parties

Due to Related Parties

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

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 

The following table summarizes the fees charged by KCCW Accounting Corp. (“KCCW”) and DYH & Company (“DYH”) for the services rendered to the company and its subsidiaries in fiscal years of 2022 and 2021:

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

1. Financial Statements

The consolidated financial statements contained herein are as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report.

2. Financial Statement Schedule

The consolidated financial statement schedule contained herein is as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report. All other schedules have been omitted because they are not applicable, not required, or the information is included in the consolidated financial statements or notes thereto.

3. Exhibits

See Exhibit Index.

(b) Exhibits:

The following exhibits are attached hereto and incorporated herein by reference.

(c) Financial Statement Schedules:

Not applicable

ITEM 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 13, 2023

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Wen-Piao Lai and Kuang Ming Tsai, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

GENUFOOD ENERGY ENZYMES CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Genufood Energy Enzymes Corporation and subsidiary

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Genufood Energy Enzymes Corporation (the “Company”) as of September 30, 2022, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for the year then ended and the related notes (collectively referred to as “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022 and the results of its operations and its cash flows for the year ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, as of September 30, 2022, the Company had recurring losses from operations, an accumulated deficit, and a negative cash flows from operating activities. As such there is substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Recognition of Stock-Based Compensation Cost for Stock Options Issued

As described in Note 5 to the consolidated financial statements, the Company granted stock options to its Chief Executive Officer and estimated total stock compensation cost related to the issuance of stock options. The stock compensation cost was valued at the grant date, and management evaluated the fair value of these stock options at the grant date and recognized based on the vesting schedule.

We identified the recognition of stock options as a critical audit matter due to the significant judgments made by management when developing underlying assumptions.

The following are the primary procedures we performed to address this critical audit matter. We obtained an understanding and evaluated management’s process relating to significant judgments and assumptions developed by management. We evaluated and tested sources of data and assumptions used by management. In addition, we tested the completeness and accuracy of the underlying assumptions used by management.

/s/ KCCW Accountancy Corp.

We have served as the Company’s auditor since 2022.

Diamond Bar, California

January 13, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Genufood Energy Enzymes Corporation and subsidiary

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Genufood Energy Enzymes Corporation (the “Company”) as of September 30, 2021 and 2020, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficiency), and cash flows for each of the years in the two year periods ended September 30, 2021, and the related notes (collectively the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of September 30, 2021 and 2020, and the results of its consolidated operations and cash flows for each of the years in the two-year period ended September 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has experienced recurring losses, negative cash flows from operations, has limited capital resources, and recognized a significant loss for the year. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee or the Board of Directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Investment Impairment Assessment

As described in Note 4 and Note 12 to the consolidated financial statements, the Company’s investment balance was $350,000 at September 30, 2021, after deduction of a significant impairment to the total original investment cost of $1,400,000 paid for 140,000 shares of the investee’s Series C Preferred Stock initiated in December 2020. Investment is tested for impairment at least annually and the determination of the fair value of the investment requires management to make significant estimates and assumptions related to the performance of the investee, a private entity. As disclosed by management, changes in these assumptions could have a significant impact on the fair value of the reported investment, the amount of any impairment charge, or both.

We identified the Company’s assessment of investment impairment as a critical audit matter. Believing that it would not be in the best interests of the Company and its shareholders to register and be regulated as an investment company under the Investment Company Act, the Company sold the entire investment to an individual subsequently in November 2021 and resulted a significant loss. Management determined that the loss should be recognized as an impairment to the investment at September 30, 2021.

Our primary audit procedures to address management’s judgment regarding the impairment and this critical audit matter include:

Brea, California

January 13, 2022

GENUFOOD ENERGY ENZYMES CORPORATION

CONSOLIDATED BALANCE SHEETS

GENUFOOD ENERGY ENZYMES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

GENUFOOD ENERGY ENZYMES CORPORATION

CONSOILDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED SEPTEMBER 30, 2022 AND 2021