Interest expense incurred from the note for the nine months ended June 30, 2020 amounted to $236.

NOTE 68 – STOCK-BASED COMPENSATION

On May 6, 2019, theThe Company’s Board of Directors passed a resolution to allowhas previously authorized unpaid officer salaries and car allowancedirector fees to be settled, throughat the option of the individual, by conversion toof such amounts into shares of the Company’s common stock at a price of $0.0005$0.05 per share. $9,000As a result, $19,500, $12,000, and $6,000 are expected to$4,200 may be converted into 18,000,000390,000, 240,000, and 12,000,00084,000 shares, respectively, as officers’ compensation for services performed for the three-monthnine-month period ended December 31, 2019 to JamesJune 30, 2020 by Kuang Ming Tsai, Kuan Ming and Ms. Betty Chen Yi Ling Chen and Ching Ming Hsu, respectively. $2,100 is expectedAccrued and unpaid compensation for the Company’s current President and Chief Executive Officer, Jui Pin Lin, and Chief Financial Officer, Shao-Cheng Wang, amounted to $12,000 and $6,009, respectively, which may be settled through conversionconverted into 4,200,000240,000 and 120,185 shares, for director’s fee by James Hsu Chin Ming during the three-month period ended December 31, 2019. However, these conversions cannot take place and the related shares issued until such time as the Company shall have a sufficient number of authorized and unissued shares of Common Stock available for such issuance.respectively. The expenses have been reflected in the accompanying condensed consolidated financial statements. The share conversions referred to in this Note 8 have taken into the effect of the 1-for-100 reverse stock split.

NOTE 79 – INCOME TAXES

The Company has not generated any revenue from any source in the United States and had consolidated net loss for all the years since inception in 2010. Management believes GEEC does not have any U.S. income tax liability due. However, even the Company does not have U.S. income tax liability, it may be required to file Form 5471 each year with the Internal Revenue Service (the “IRS”) of Department of Treasury. GEEC falls in the Category Five Filer (as a domestic corporation). The Company used to have subsidiaries: GEECIS in Sri Lanka that was established in May 2011, GESPL in Singapore that was established in February 2012, and GESTL in Thailand that was established in December 2014. The subsidiaries in Sri Lanka and Thailand were disposed of in 2014 and 2016, respectively, and the Singapore subsidiary has been inactive since 2016.

Internal Revenue Code (“IRC”) Section 6038(a) requires information reporting with respect to certain foreign corporations (Form 5471) and describes the information required to be reported on this form. IRC Section 6038(b)(1) provides for a monetary penalty of $10,000 for each Form 5471 that is filed after the due date of the income tax return (including extensions) or does not include the complete and accurate information described in Section 6038(a). According to IRS rules, a penalty may apply to each Form 5471 which is filed after the due date of the income tax return. The penalty will be applied whether or not any tax is due on Form 1120.

The Company believes that based on the current information available, it is difficult to determine whether it is probable that the Company will be charged penalties by IRS for the late filing of Form 5471 and even if it will be, it is difficult to reasonably estimate the amount of penalties that may be assessed. On November 30, 2019,the Company filed Form 1120 for the fiscal years ended September 30, 2014 through September 30, 2018.

NOTE 810 – COMMITMENTS AND CONTIGINCIES

Operating lease commitments

The Company has aterminated its virtual office agreement in Los Angeles.Angeles, California and has established a new virtual office in Arcadia, California. The Agreementnew arrangement is on a month-to-month basis. One month’s written notification is required by either party to terminate this Agreement.basis at a cost of $200 per month. As of December 31, 2019,June 30, 2020, the Company has no material commitments under operating leases.

NOTE 911 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuantReverse Stock Split

On June 23, 2020, the Company’s Board of Directors approved a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-100 on the effective date of July 6, 2020 (the “Reverse Stock Split”). The Reverse Stock Split became effective with the Secretary of State of the State of Nevada at 9:00 a.m. on July 6, 2020 (the “Effective Date”), and on July 23, 2020 with the Financial Industry Regulatory Authority and in the marketplace.

The aggregate par value of the outstanding Common Stock was reduced, while the aggregate capital in excess of par value attributable to the requirementsoutstanding Common Stock for statutory and accounting purposes was correspondingly increased. The Reverse Stock Split will not affect the Company’s total stockholders’ equity. All share and per share information will be retroactively adjusted following the Effective Date to reflect the Reverse Stock Split for all periods presented in future filings. 

On the Effective Date, the total number of ASC Topic 855,shares of the Company’s Common Stock held by each shareholder were converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) 100.

No fractional shares were issued in connection with the Reverse Stock Split, and no cash or other consideration was be paid. Instead, the Company issued one whole share of the post-Reverse Stock Split Common Stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. The Company is currently authorized to issue 10,000,000,000 shares of Common Stock. As a result of the Reverse Stock Split, the total number of authorized shares did not change. Unless expressly stated in this report, no amounts presented herein have been adjusted to reflect the Reverse Stock Split, since it became effective after the end of the quarter ended June 30, 2020.

The Reverse Stock Split did not have any effect on the stated par value of the Company’s Common Stock. The rights and privileges of the holders of shares of Common Stock will be unaffected by the Reverse Stock Split. All options, warrants and convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be appropriately adjusted by dividing the number of shares of Common Stock into which the options, warrants and convertible securities are exercisable or convertible by 100 and multiplying the exercise or conversion price thereof by 100.

July 2020 Loan

On July 3, 2020, the Company’s President and Chief Executive Officer, Jui Pin Lin, loaned the Company the principal amount of $20,000 (the “July 2020 Loan”), primarily to pay the Company’s expenses. The July 2020 Loan bears simple interest at a rate of 4% per annum, and is payable as to both principal and interest on January 3, 2021 (the “Maturity Date”).

Mr. Lin, as the holder of the promissory note (the “July 2020 Note”) evidencing the July 2020 Loan, may, at his sole option, convert (a “Voluntary Conversion”) the outstanding principal and accrued and unpaid interested on the July 2020 Note into shares of the Company’s Common Stock at a rate of $0.05 per share.

The July 2020 Note also provides for events of default and remedies in such event, including without limitation interest at a rate equal to the lesser of 10% per annum or the maximum interest rate allowed under usury or other similar laws from the balance sheet date throughMaturity Date until the date when the condensed consolidated financial statements were issued,July 2020 Note is paid in full. The July 2020 Note also contains other terms and determined that no subsequent events occurred that would require adjustment to or disclosure in the condensed consolidated financial statements.conditions typical for a transaction of this type.

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

GENERAL NOTE

Throughout this report, 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 “previous management” or “Oliver Lin’s management”.

A 1-for-100 reverse stock split (the “Reverse Stock Split”) of our common stock (the “Common Stock”) became effective with the State of Nevada on July 6, 2020 (the “Effective Date”). Unless expressly stated herein, none of the number of our issued and outstanding shares of Common Stock presented in this report has been adjusted to reflect the Reverse Stock Split, since the Effective Date was after the end of the quarter ended June 30, 2020.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or, “anticipate”, “hope” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. Some of the key factors impacting these risks and uncertainties include, but are not limited to:

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 for human and animal consumption, manufactured in the United States, for sale in certain Asian markets, including Taiwan and other nations in the Association of Southeast Asian Nations (“ASEAN”). Our objective was 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 a 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.

During our historic period, we were in the development stage with no significant revenues.  The Company’s initial operations included organization, capital formation, target markets identification and developing marketing plans. At some point, which we believe may have commenced beginning approximately mid- to late-2016, previous management ceased operating our original business. We have not had any revenues from operations since that time. 

It isAs previously reported, we had planned to import enzyme supplements from the intentionUnited States for sale in Taiwan. The process of applying for a supplement import license from Taiwan’s Ministry of Economic Affairs and the Taiwan Food and Drug Administration (“FDA”) usually takes approximately more than one year. Due to the COVID-19 pandemic, all non COVID-19 related matters have been delayed or are taking longer than usual in Taiwan since 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, our current management, and Board of Directorswhich took office in March 2020, decided to abandon the plan to restart our enzyme products business. Notwithstanding

Plan of Operations

The following plan of operations is tentative and subject to change, including but not limited to delays we are facing, and expect to continue to face, dealing with governmental agencies and other regulators as a result of reduced operations resulting from the foregoing, managementCOVID-19 pandemic. Management and the Board of Directors may amend or abandon at any time our enzyme products business.

Plan of Operations

The followingnew plan of operations, which itself in its earliest phase.

Nasal Spray Product

Management is tentativein the preliminary stage of developing a new business plan to sell and subjectdistribute Physiological Sea Water and Nasal Spray in Taiwan and the United States. The nasal spray is a composition of isotonic PH of crystals of sea water diluted in purified water and aerosol cans. The nasal spray is market ready and similar products are currently being sold in China.

Saline nasal sprays can be used to change. Additionally, our planmoisturize dry sinus cavities and help remove debris or pollens from the nose. The nasal spray is comprised of operations, bothwater and salt or sodium. It is less expensive than other options and be easily applied at home. We believe that Physiological Sea Water Nasal Spray may provide certain relief from common nasal congestion, flush out irritants, and moisturize dry nasal passages related to allergies, colds, flu and sinusitis. However, the nasal spray is not a medical treatment for any health condition or illness, including without limitation allergies, colds, flu and sinusitis, and will not be labeled as to content and timing, is dependent on our ability to raise sufficient capital to fund the expenseshaving a therapeutic purpose.

Preliminarily, we will incur until and if we become profitable. We estimate that we will need at least $200,000approximately $500,000 to $300,000 to restartfund our enzyme products businessnew plan of operations over the next 12 months.months, including without limitation permit applications with the national FDA in each country where we intend to sell our product, manufacturing costs, marketing expenses and advertising costs. We do not have such funds available and there is no commitment to fund such amount, or any amount, that we need to meet our expenses and pursue our new plan of operations.

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Manufacturing

SubjectWe currently do not have our own production plant to make the nasal spray. We intend to outsource the production of the nasal spray to third party manufacturers, using our label for branding purposes.

We have identified a numbermanufacturer in Shanghai, China to produce the nasal spray for us. Because manufacture of factors, itthe nasal spray does not involve complex processes, we believe that we will be able to find additional manufacturers if and when necessary or alternative manufacturers if the identified manufacturer in Shanghai is not available. Because the intention of our current management to restart our business to promote, market, distribute and export a range of enzyme products for human and animal consumption, manufacturedingredients contained in the United States,nasal spray are not scarce, we do not believe that we will be subject to scarcity of raw materials or that these raw materials will be subject to inflationary pressures.

We estimate that we may spend up to approximately $300,000 for saleequipment and up to approximately $100,000 for various manufacturing costs, in certain Asian markets, including ASEAN. Although our future operations may be similarorder to our original business, our future operations may not becommence the same as our originalnasal spray business.

Marketing

We plan to set up a subsidiarydistribute the nasal spray through online sales platform and distributors in Taiwan during 2020 and apply to sell our product in retail stores. Subject to FDA approval in the Taiwan Ministry of Economic Affairs for approval. Once approved,United States, we will request a U.S.-based enzymes manufacturer to send enzyme samples that are suitable for Asian markets to the Taiwan Food and Drug Administration for testing. If the Taiwan government approves the required import permits, wealso plan to order products frommarket the product to wholesalers in the United States. We will explore the market and sales channels beginning in this and other U.S.-based enzyme manufacturers and explore sales opportunitiespre-operational period. We are still developing a more detailed marketing timeline for the Taiwan market, which events could also occur during 2020.nasal spray.

During the second half of 2020, we plan to continue to find suitable and healthy food sales agents to sell on online/Internet platforms or offline, through both retail and wholesale outlets. In late-2020, we will conduct an in-depth evaluation of the sales status of the agents and investigate the consumer’s acceptance of the products as the basis for future selection of products that are suitable for the Asian market in general and the Taiwan market in particular. Depending upon the results of these endeavors, we could also consider direct sale through a company store as well as direct on-line sales.

During 2020 and beyond, we will also be exploring other trading opportunities including expansion into new products, market and/or seeking and forming one or more strategic alliances with partners.

A typical sales representative is paid the equivalent of $1,100 per month plus commissions. We currently plan to hire up to three sales representatives to market our products with a commission structure between 15-20% of sales revenue.  We intend to require these representatives to have prior experience in the pharmaceutical and health food industry with extensive contacts and connections. 

We also intend to establish wholesale distribution channels through distributors of pharmaceutical and health care products.  Another sales channel for us to pursue is through third-party online retailing.  First, we willOur goal is for the product to be refining our company websitesold through wholesale channels to activate full e-commerce facility to allow direct purchases from the site.  In addition to this, we will opennational chain stores as well as online storefronts through popular shopping sites in Taiwan. It should be noted that we have recently discovered that our corporate website has become corrupted and possibly infected with a computer virus or malware.sales platform. We are in the process of assessing the extent of the situation with technology consultants. It may be necessary for us to completely rebuild our website. Wecurrently do not yetplan to have an estimate of the time or cost if that becomes necessary.nasal spray sold through our website.

We estimate that we may spend expect to spend $5,000up to $20,000 forapproximately $100,000 various operational expenses, including marketing costs, which includesmay include sampling giveaway/testing, billboards, on-line marketing and printed marketing materials.

OnceCompetition

The Physiological Sea Water Nasal Spray, and comparable products to the aboveone we intend to manufacture and market, have an extremely low barrier to entry. Products similar to the nasal spray we intend to manufacture and market are currently being widely sold in the market under many different trade names. Therefore, we will face intense competition in the marketing of the product with many companies, a number of which have been in business much longer than we have and have substantially greater financial and other resources than we have.

Regulation

Our nasal spray will require certain regulatory compliance, including FDA approval, in each of the countries where we intend to sell the nasal spray. We are currently in the earliest stage of seeking professional assistance in understanding the requirements and the application process for both Taiwan and the United States to determine all necessary steps are successfully implemented, physical storefronts will berequired with each country’s FDA in order to properly disclose the next stepingredients, usage and other related disclosures regarding the product, to increase our footprintobtain regulatory approval.

The nature and brand awareness.  However, this step can be provenextent of regulatory compliance may vary based on the specific claims we make. Management intends to be capitalfile import permits in Taiwan and labor intensive,the United States, although the process has been delayed due to a shortage of funds and therefore can only be done once we establish a steady income stream from operations or raise capital specifically for this purpose. the continuing effects on business and government of the COVID-19 pandemic.

Intellectual Property

We currently anticipatedo not believe that the ingredients contained in the nasal spray, the formulation of the nasal spray or the spray bottles, have any protectable intellectual property, meaning there are no patents we can file on the process of producing the product, the product itself or the container or delivery system of the product. However, we intend to register one or more trademarks under our expensesname for fiscal year 2020 will be primarily cost of product inventory, warehousing of inventory, sales force expenses, overhead and professional fees. We currently anticipate that we will begin generating revenue from the sale of enzyme products in fiscal year 2021.branding purposes.

Results of Operations

Three-MonthThree -Month Period Ended December 31, 2019June 30, 2020 compared to the Three-Month Period Ended December 31, 2018June 30, 2019

Revenues

We did not generate any revenues during the three-month periodsperiod ended December 31, 2019June 30, 2020 and 2018.2019. Our former operating subsidiary, GESPL, ceased operation in 2016. 

Operating Expenses

We incurred total operating expenses of $73,018$80,229 and $71,353$72,501 for the three-month periods ended December 31,June 30, 2020 and 2019, and 2018, respectively. Our operating expenses consist of professional fees, payroll expenses, rent and miscellaneous overhead, including bank charges, license and permits. The increase in operating expenses for the three-month period ended December 31, 2019June 30, 2020 compared to the three-monthsame period ended December 31, 2018in 2019 was mainlyprimarily due to an increase in officers’ compensation for our professional expenses.new officers, who took office in April 2020.

Net Loss

As a result of the above, our net loss increased from $71,244$72,670 in the three-month period ended December 31, 2018June 30, 2019 to $73,104$80,534 in the three-monthsame period ended December 31, 2019.in 2020.

Nine-Month Period Ended June 30, 2020 compared to the Nine-Month Period Ended June 30, 2019

Revenues

We did not generate any revenues during the nine-month periods ended June 30, 2020 and 2019. Our former operating subsidiary, GESPL, ceased operation in 2016. 

Operating Expenses

We incurred total operating expenses of $235,043 and $221,372 for the nine-month periods ended June 30, 2020 and 2019, respectively. Our operating expenses consist of professional fees, payroll expenses, rent and miscellaneous overhead, including bank charges, license and permits. The increase in operating expenses for the nine-month period ended June 30, 2020 compared to the nine-month period ended June 30, 2019 was primarily due to increase in officers’ compensation for our new officers, who took office in March 2020.

Net Loss

As a result of the above, our net loss increased from $221,440 in the nine-month period ended June 30, 2019 to $235,433 in the nine-month period ended June 30, 2020.

Effect of the COVID-19 Pandemic on our Business

We have been affected by the COVID-19 pandemic to the extent that it was one of a number of contributing factors in our decision to change our plan of operations from restarting our enzyme products business to selling the nasal spray product, although that decision was largely made prior to the full impact of the COVID-19 pandemic. 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. Nonetheless, we expect to experience delays, in obtaining business licenses and permits, and any other governmental approvals that may be required, since government offices are continuing to work with reduced staff during the pandemic.

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

Nonetheless, 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 our nasal spray product business. Depending upon possible changes in consumer demand, shopping and spending habits as a result of the pandemic and the resulting global economic crisis, we may also face challenges of consumer acceptance when we start to market our nasal spray product.

Liquidity and Capital Resources

Working Capital

As of December 31, 2019,June 30, 2020, we had cash and cash equivalents of $63,185$23,552 and a working capital deficit of $308,109.$466,971. In comparison, as of September 30, 2019, we had cash and cash equivalents of $121,657 and a working capital deficit of $232,344.

As of December 31, 2019,June 30, 2020, we had total assets of $75,185,$23,552, compared with total assets of $121,707 at September 30, 2019. The decrease in total assets was primarily due to decrease in cash and cash equivalents.

We had $383,294$490,523 in total current liabilities as of December 31, 2019,June 30, 2020, consisting of $131,219$128,456 in accounts payable, $230,213$264,568 due to related parties, $65,410 in notes payable – related party, and $21,862$32,089 in accrued expenses. This is compared to total current liabilities of $354,051 as of September 30, 2019, which included $128,971 in accounts payable, $211,383 due to related parties and $13,697 in accrued expenses. The increase in due to related parties was primarily due to unpaid compensationscompensation to officers and directors.

We had a total stockholders’ deficiency of $308,109$466,971 and an accumulated deficit of $7,920,384$8,082,713 as of December 31, 2019.June 30, 2020. In comparison, we had a total stockholders’ deficiency of $232,344 and an accumulated deficit of $7,847,280 as of September 30, 2019

During the quarter ended June 30, 2020, our President and Chief Executive Officer, Jui Pin Lin, loaned us the aggregate principal amount of $65,410, primarily to pay our expenses. On April 24, 2020, Mr. Lin loaned us the principal amount of $25,000 (the “April 2020 Loan”). The April 2020 Loan bears simple interest at a rate of 1% per annum and is payable as to both principal and interest on October 24, 2020 (the “April 2020 Loan Maturity Date”). On May 18, 2020, Mr. Lin loaned us the additional principal amount of $40,410 (the “May 2020 Loan”). The May 2020 Loan bears simple interest at a rate of 4% per annum and is payable as to both principal and interest on November 18, 2020 (the “May 2020 Loan Maturity Date”).

Following the end of the third quarter, on July 3, 2020, Mr. Lin loaned us the additional principal amount of $20,000 (the “July 2020 Loan”), primarily to pay the Company’s expenses. The July 2020 Loan bears simple interest at a rate of 4% per annum and is payable as to both principal and interest on January 3, 2021 (the “July 2020 Loan Maturity Date”).

Mr. Lin, as the holder of the promissory notes evidencing the April 2020 Loan, the May 2020 Loan and the July 2020 Loan (collectively, the “Notes”), may, at his sole option, convert (a “Voluntary Conversion”) the outstanding principal and accrued and unpaid interested on the Notes into shares of our Common Stock at a rate of $0.05 per share.

The Notes also provide for events of default and remedies in such event, including without limitation interest at a rate equal to the lesser of 10% per annum or the maximum interest rate allowed under usury or other similar laws from the respective maturity date of the April 2020 Loan, the May 2020 Loan and the July 2020 Loan until the related Note is paid in full. The Notes also contain other terms and conditions typical for a transaction of this type. There is no commitment from Mr. Lin, or anyone else, to continue to fund our expenses.

Reverse Stock Split

On June 23, 2020, our Board of Directors approved the Reverse Stock Split of our Common Stock, at a ratio of 1-for-100, as of the Effective Date. The Effective Date of the Reverse Stock Split with the Secretary of State of the State of Nevada was 9:00 a.m. on July 6, 2020 and July 23, 2020 with the Financial Industry Regulatory Authority and in the marketplace.

On the Effective Date, the total number of shares of our Common Stock held by each shareholder was converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) 100.

No fractional shares were issued in connection with the Reverse Stock Split, and no cash or other consideration was be paid. Instead, we issued one whole share of the post-Reverse Stock Split Common Stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

We are authorized to issue 10,000,000,000 shares of Common Stock and that number did not change as a result of the Reverse Stock Split. As a result of the Reverse Stock Split, there are 91,249,120 shares of our Common Stock outstanding as of August 13, 2020. Unless expressly stated in this report, no amounts presented in this report have been adjusted to reflect the Reverse Stock Split, since it became effective after the end of the quarter ended June 30, 2020.

The Reverse Stock Split did not have any effect on the stated par value of our Common Stock. The rights and privileges of the holders of shares of Common Stock are unaffected by the Reverse Stock Split. All of our options, warrants and convertible securities outstanding immediately prior to the Reverse Stock Split will be appropriately adjusted by dividing the number of shares of Common Stock into which the options, warrants and convertible securities are exercisable or convertible by 100 and multiplying the exercise or conversion price thereof by 100.

Cash Flows

During the three-monthnine-month period ended December 31, 2019,June 30, 2020, we used $58,472$163,515 of cash in operating activities which was attributable primarily to our net loss of $73,104$235,433 offset by the change in operating assets and liabilities of $14,632.$71,918. In comparison, during the three-monthnine-month period ended December 31, 2018,June 30, 2019, we used $27,548received $59,008 of cash in operating activities which was attributable to our net loss of $71,244$221,439 and the change in operating assets and liabilities of $43,696.$280,447.

With respect to our investing activities, we had no cash activity in either period presented and we do not anticipate any significant capital expenditures in the near future as such items are not required by us at this time.

During the nine-month period ended June 30, 2020, we received $65,410 from notes payable – related party. Our President and Chief Executive Officer, Jui Pin Lin, loaned us the aggregate principal amount of $65,410, primarily to pay our expenses. The April 2020 Loan is in the principal amount of $25,000, bears simple interest at a rate of 1% per annum and is payable as to both principal and interest on the April 2020 Loan Maturity Date. The May 2020 Loan is in the principal amount of $40,410, bears simple interest at a rate of 4% per annum and is payable as to both principal and interest on the May 2020 Loan Maturity Date. With respect to our financing activities, we had no cash activity in either period presented.

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 restartstart of our enzyme productsnew nasal spray business. There is no assurance that we will ever reach that stage. The condensed consolidated financial statements presented herein do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that we cannot continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability to successfully execute our business plan and generate profitable operations in the future, and, until and unless we achieve that, to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operation as and when they become due. Management intends to finance operating costs for the foreseeable future with the issuance of equity and/or debt. ThereWhile we have received certain loans from our President and Chief Executive Officer, Jui Pin (John) Lin, there is no standing commitment from Mr. Lin, or any person, for any such capital and there can be no assurances that capital will be available to us on favorable terms, or at all. Our failure to obtain adequate funding would be detrimental to us and result in the inability to execute our plan of operations, or even having to cease operations completely.

To date, our capital requirements have primarily been funded by shareholders through the purchase of our Common Stock in private offerings. We currently estimate that we will need to raise additional capital of at least $200,000approximately $500,000 to $300,000 to restartstart our enzyme productsnew nasal spray business over the next 12 months. We are exploring options of raising additional capital through issuing more Common Stock or other securities, including debt, convertible into Common Stock  subject to the requirement thatIf and when appropriate, we must increase the number of authorized and unissued shares of our Common Stock, effect a reverse stock split or recapitalization transaction or series of transactions, before engaging in further capital raising transactions.  We will also consider raising capital from strategic alliance partners, which will not only provide needed additional capital but also potentially provide additional market access through deepening ties with our strategic partners. There are no agreements, arrangements or understandings in place with respect to raising any additional capital from any person. There can be no assurance that we will be able to raise such capital when and as needed on terms that are favorable to us, or at all.

Contractual Obligations

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

Off-Balance Sheet Arrangements

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

Critical accounting policies and estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, inventories, recovery of long-lived assets, 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 three-monththree- and nine-month periods ended December 31,June 30, 2020 and 2019, and 2018, no significant estimates and assumptions have been made in the condensed consolidated financial statements. The following are some of the critical accounting policies in relation to the preparation of the condensed consolidated financial statements. For a full summary of our critical accounting policies, please refer to Note 2 of Notes to Condensed Consolidated Financial Statements. 

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 (deficiency).

Stock-Based Compensation

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

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

Recent accounting pronouncements

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

Currency exchange rates

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

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

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

For financial reporting purposes, the financial statements of our Singapore subsidiary, which are prepared using the Singapore Dollar, 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 0.74350.7176 and 0.7236 as of December 31, 2019June 30, 2020 and September 30, 2019, respectively. Revenue and expenses are translated using average exchange rates prevailing during each reporting period. The 0.73370.7212 and 0.72710.7328 average exchange rates were used to translate revenues and expenses for the three-monthnine-month periods ended December 31, 2019June 30, 2020 and 2018.2019. Stockholders’ equity (deficiency) is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity (deficiency).

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. 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 condensed 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 condensed 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.

Lack of Audit Committee:We do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

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 December 31, 2019June 30, 2020 based on the criteria set forth in “Internal Control—Integrated Framework” issued by COSO.

Due to the nature of the material weaknesses, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected. The material weaknesses identified above either individually or in aggregation did not result in any identified misstatements or errors in the Company’s condensed consolidated financial statements as of and for the three-month and nine-month period ended December 31, 2019.June 30, 2020.

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, will (1) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (2) consider appointing outside directors and audit committee members in the future.

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

ThereOther than any changes noted above, there have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGSOTHER INFORMATION

We are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.

ITEM 1A. RISK FACTORS

Not required of smaller reporting companies.

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

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

None.

ITEM 6.EXHIBITS

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.

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