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Item 1A. Risk Factors

2022-03-29 compared with 2011-03-31 · 517 added, 357 removed, 0 unchanged (100% of the section changed)

An investment in our common stock involves a high degree of risk.

You should carefully consider the risks described below, together with all of the other information included in this annual report, before making an investment decision, and you should only consider an investment in our common stock if you can afford to sustain the loss of your entire investment.

If any of the following risks actually occurs, our business, financial condition or results of operations could suffer.

In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

Because we restated our financial statements, investors may lack confidence in our ability to present financial information and the results of our operations and it may be difficult for us to raise funds for our operations.

On August 23, 2010, we concluded, after a review of the pertinent facts, that the previously issued financial statements contained in our annual report on Form 10-K for the year ended December 31, 2009 and our quarterly reports on Form 10-Q for the quarters ended March 31, 2010, September 30, 2009, June 30, 2009 and March 31, 2009, respectively, should not be relied upon for reasons set forth in Note 13 of Notes to Consolidated Financial Statements.

This annual report reflects restated financial statements for the year ended December 31, 2009 because of our failure to account properly for the treatment of securities issued in financings during 2009 and 2008.

As a result, our net income, as originally reported, was overstated by approximately $3.5 million for 2009.

Our need to restate our financial statements reflects the inadequacy of our disclosure controls and our controls over financial reporting and may impair our ability to raise funds we require for our operations and may otherwise impair our operations and our relationships with our investors.

Further, we cannot assure you that further restatements will not be required.

Because we have a deficiency in working capital, we will require funds for our operations, including our proposed distribution hub.

At December 31, 2010, we had a working capital deficiency of approximately $2.9 million, primarily as a result of higher accounts payable and accrued expenses and the an approximately $1.0 million derivative liability arising from our financings in 2008.

We may require additional capital for our operations, and, in particular with respect to our distribution hub.

Through December 31, 2010, we have made advances of approximately $14.2 million for the construction of our hub.

We made this payment from cash generated by our operations and from funds which we raised from several small equity offerings in 2009 and 2010.

We anticipate that the total cash investment to launch this business will be $32.4 million, and we have no present commitment for such funds.

Because of our low stock price and the lack of an active trading market in our common stock, it may be difficult for us to raise funds on terms which are favorable to us, if at all.

Our increases in revenue in 2010 compared with 2009 and 2009 compared with 2008 represented in large part from increased sales resulting from our purchase of long-term leases on which farming cooperatives can grow products for us to sell.

The payment of the full amount of the leases, which was approximately $3.3 million in 2010 and $3.4 million in 2009, is due at the beginning of the lease.

In order for us to expand our produce business in a manner which seeks to provide us with a continuing source of supply (subject to conditions which affect farming generally), we require capital to purchase the leasehold interests.

Our failure to raise the necessary funds could impair our ability to expand our business.

Our operations are cash intensive, and our business could be adversely affected if we fail to maintain sufficient levels of working capital.

We spend a significant amount of cash on our operations, principally to procure fruits and vegetables as well as the purchase of long-term leases for farm land for which payment is required at the inception of the lease.

Historically, our primary capital needs have been to fund our working capital requirements and our primary sources of funds have been cash generated from operations.

If we fail to generate sufficient sales, we may not have sufficient liquidity to fund our operating costs and our business could be adversely affected.

If available liquidity is not sufficient to meet our operating requirements, we plan consider pursuing financing arrangements or further reducing expenditures as necessary to meet our cash requirements.

However, there is no assurance that, if required, we will be able to raise additional capital or reduce discretionary spending to provide the required liquidity.

Currently, raising money in the capital markets for small capitalization companies is difficult and banking institutions have become stringent in their lending requirements.

Accordingly, we cannot be sure of the availability or terms of any third party financing.

Since our proposed distribution hub is a new, cash intensive business in which we have no prior experience we may not be able to develop this business or operate this business profitably.

To date, substantially all of our revenue has been derived from the sale of Fuji apples, tangerine oranges and emperor bananas, which we purchase from farming cooperatives to which we lease the land on which the produce is grown.

We are in the process of constructing a distribution hub in the Guangzhou Yuncheng wholesale market.

This business is different from our present business and involved additional risks, including the following:

We will seek to enter into agreements with a wide range of vendors with which we will have no affiliation that will sell their produce in our distribution hub.

We anticipate that most of our revenue from our proposed distribution hub will be generated from fees from the vendors who lease space at the distribution hub.

A significant portion of the fees will be based on a percentage of the sales by the vendors at our distribution hub.

Thus, our revenue from the distribution hub will be in large part dependent upon the success of the independent vendors in selling their products at the distribution hub and their providing us with an accurate determination of their revenue and making the required payment to us in a timely manner.

The failure of the vendors to generate revenue, properly account for their revenue and make the required payments to us could impair our ability to operate the distribution hub profitably.

We will seek to sell products which are very different from the foods that we presently sell, which we expect may include imported organic products.

We do not have experience in purchasing and selling any foods other than our fruits and vegetables, and we would need to hire employees, including managerial employees, with experience in importing organic foods and marketing the foods in the PRC.

Our failure to hire and retain qualified personnel or to select the products for which there is a market and our failure to market and sell these products could impair our ability to generate profits from our business in the distribution hub.

We have two buildings with approximately 600,000 square feet of floor space for our distribution hub and a 130,000 square foot cold storage facility for our wholesale apples distribution business.

We will incur significant expenses in completing and equipping the interior of the buildings.

Although we plan to commence operations by September 2011, we may not be able to meet that timetable, and, if we are not able to obtain necessary financing, it is likely that we will not meet that schedule.

In order to manage a distribution center at which we anticipate a large number of independent and unrelated vendors will be selling a wide range of products, we would need to hire a significant number of employees with experience in managing a distribution center.

Our failure to obtain and retain such key employees could impair our ability to generate a profit from the distribution center.

Although we plan to lease space to different vendors, with each vendor having responsibility for its own product line, we may be subject to liability for actions or conduct by the vendors even though we will have no control over their operations.

We will be required to maintain an inventory for each product that we market.

Because all food products are perishable, if we do not project accurately both our requirements and the prices at which we can sell the products, we may have significant surpluses or shortages of products and we may pay prices which do not generate an adequate gross margin.

Some of our proposed products must be sold very shortly after they are received, often on the same day that they are received, with the result that any unsold products are not salable.

Our failure to estimate our requirements accurately could impair our ability to operate this business profitable.

Although we plan to have the products sold by vendors at our distribution hub tested before we enter into agreements with the vendors and to have spot tests of products being sold performed, we will not control the operations of the independent vendors at our distribution hub, and we may have difficulty enforcing quality control standards for our vendors.

The failure of the vendors to deliver quality products, any product recalls affecting the vendors and public questions or concerns, whether or not justified, relating to the quality or purity of foods sold in our distribution market, could affect the reputation of the distribution hub, which could impair our ability to operate the center profitably.

We would need to develop and implement inventory control systems designed for a business which is different from and significantly larger than our present business.

The failure to implement such a system could impair our ability to operate profitably.

Because we expect to purchase products from non-Chinese suppliers, over whom we have no control, we may have difficulty controlling and monitoring the quality of our products.

The failure to deliver quality products could impair our ability to operate this business profitably.

Although we plan to develop a number of different product lines, our failure to develop only a small portion of these lines may impair our ability to operate the market as a whole profitably.

Both the cost of the construction of the distribution hub and the purchase of inventory require significant cash outlays, and we have no present commitment for the required cash.

Our inability to obtain the necessary funding could impair our ability to develop the distribution hub.

If we are not successful in completing construction of the distribution hub or funding our purchase of an adequate inventory of a variety of funds which we plan to market for our own account or entering into agreements with vendors who would sell their products at our distribution hub, we may not be able to operate this business, in which event we would have to write off our significant investment in the project.

In connection with the proposed development of our distribution hub, we may sell directly to supermarkets and other retail outlets, which will present us with additional risks and financial requirements.

If we are successful in operating our distribution hub, we may then seek to expand our customer base to include supermarkets and other retail stores.

In connection with this aspect of our proposed business, we will be subject to additional risks, including the foregoing:

We would need to develop and implement a marketing program to bring our produce to the attention of a new customer base.

We presently sell almost exclusively at two wholesale markets, which does not require any significant marketing effort.

Our wholesale customers purchase products at these markets for sale to their retail customer base.

We would be seeking to sell directly to the retail customer base.

If we are not successful in establishing a marketing program, we may not be able to operate this phase of our business profitably.

We presently deliver our produce to two wholesale markets at which we sell our produce, and wholesale companies purchase our produce and deliver it to their customers.

If we sell directly to retail markets, we may have the obligation to deliver our produce to some of our retail customers, which will increase our costs.

Any delay in delivery of produce could affect the quality of the produce and could result in a rejection of a shipment if the customer questions the quality of our produce, if the customer had to obtain the produce from other sources or for any other reason.

Any financing we obtain may result in significant dilution to our shareholders.

We have no commitment from any bank or other financing source for our anticipated cash requirements, including those related to the completion of our proposed distribution hub or for any additional working capital which may be required in connection with the operation of the distribution hub and the proposed marketing effort directed at supermarkets and other retail outlets.

If we raise funds through the sale of our equity securities, including convertible debt securities, it may be necessary for us to issue shares at a price which is below the current market price.

Any such sale would result in significant dilution to our shareholders.

We cannot assure you that financing will be available or that any terms which are available would not be unfavorable to us.

We may be unable to manage future rapid growth.

We have grown rapidly over the last few years and, if we implement our distribution hub business, the business growth could place a significant strain on our managerial, operational and financial resources.

In addition to hiring a significant number of employees necessary to operate our expanded business, we will need to expand our management staff to adequate manage a large operation.

If we are not able to implement management controls over this business, we may be unable to operate profitably.

Our ability to manage future growth will depend on our ability to continue to implement and improve operational, financial and management information systems on a timely basis and to expand, train, motivate and manage our workforce.

Our personnel, systems, procedures and controls may not be adequate to support our future growth.

Our failure or inability to effectively manage our expansion may lead to increased costs, a decline in sales and reduced profitability.

Our business is subject to weather conditions, natural disasters and other conditions beyond our control which could affect our revenue, gross margins and net income.

Severe weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes, plant disease or other pestilence, which are difficult to anticipate and cannot be controlled by us, may affect both the supply and the distribution of our products and otherwise disrupt our operations.

Such disasters may affect the cost and supply of raw materials, including fruits and vegetables or result in reduced supplies of raw materials, lower recoveries of usable raw materials, higher costs of cold storage if harvests are accelerated and processing capacity is unavailable or interruptions in our production schedules if harvests are delayed.

If our supplies of raw materials are reduced, we may not be able to find enough supplemental supply sources on favorable terms, if at all, which could impact our ability to supply product to our customers and adversely affect our business, financial condition and results of operations.

Similarly, if our distribution network is not able to operate, we would not be able to sell our products.

Further, to the extent that these factors affect the independent vendors at our proposed distribution hub, our ability to collect fees from these vendors may be materially impaired.

We have no business interruption or similar insurance to provide protection from these and other business disruptions.

As a company which sells fresh food, our business can be impaired by product liability claims, recalls, adverse publicity or negative public perception regarding particular fruits we sell as consumers may avoid our products.

The food industry is subject to risks posed by food spoilage and contamination, product tampering, product recall, and consumer product liability claims.

Our operations could be impacted by both genuine and fictitious claims regarding our and our competitors’ products.

In the event of product contamination or tampering, we may need to recall some of our products.

A widespread product recall could result in significant loss due to the cost of conducting a product recall including destruction of inventory and the loss of sales resulting from the unavailability of the product for a period of time.

Further, adverse publicity or negative public perception regarding the type of products that we sell, our products, our actions relating to our products, or our industry in general, including recalls relating to products sold by others, could result in a substantial drop in demand for our products.

This negative public perception may include publicity regarding the safety or quality of our products in general, of other companies or of our products specifically.

Negative public perception may also arise from regulatory investigations or product liability claims, regardless of whether those investigations involve us or whether any product liability claim is successful against us.

We could also suffer losses from a significant product liability judgment against us since we do not have product liability insurance.

Either a significant product recall or a product liability judgment, involving either our company or our competitors, could also result in a loss of consumer confidence in our products or the food category, and an actual or perceived loss of value of our brands, materially impacting consumer demand.

Climate changes could affect the availability and cost of produce.

Since all of our products are agricultural products, our ability to purchase produce and the cost and quality of our produce may be affected both by long-term climate changes as well as season variations in weather conditions which vary from season to season.

Changes in rainfall and unusual variations in temperature during the growing season could affect both the availability and quality of our produce and our ability to deliver our produce to market.

We are dependent upon a small number of suppliers.

We only have long-term arrangements to purchase our produce from five farming cooperatives whose farmers grow produce on land leased from us.

Because prices are not set in the long-term contracts that we enter into with the cooperatives, any increase in the prices of our produce would affect the price at which we can sell the produce.

If we are not able to raise our prices to pass on increased costs to our customers, we would be unable to maintain our profit margins.

Similarly, in times of decreasing prices, we may have to sell our products at prices which are lower than the prices at which we purchased our produce.

Further, although it has not been necessary for us to purchase produce from other suppliers through the date of this annual report, in the event that we are not able to purchase our produce from these farming cooperative or in the event of a product shortage, it may become necessary for us to purchase from other suppliers, which could result in increased costs as a result of both market conditions and the short-term nature of arrangements.

Our inability to obtain produce at a reasonable cost would affect our revenue and gross margins.

Further, if our costs are too high, it may be necessary for us to sell one or more products at a small or negative margin in order to maintain the relationship with our customers.

We are dependent upon sales in two agriculture wholesale markets.

Almost all of our products are sold by us at the Guangdong Yun Cheng Wholesale Market and the Beijing XinFadi Agricultural Products Wholesale Market, two major markets for the sale of agricultural products in their respective areas where we lease space to sell our produce.

We sold almost all of our produce from these two markets in 2010 and 2009.

Our inability to sell our products at these markets could impair our sales as well as our ability to operate profitably.

Because the gross margins for our products are not high, any additional expenses resulting from changes in our distribution methods could impair our ability to operate profitably.

If we cannot establish brand name recognition, our sales may be impaired.

Because we are seeking to establish brand identity in an industry where fruits and vegetables are generally considered commodities, we are dependent upon our ability to develop a reputation as a high quality vendor of food products.

Our ability to distinguish our products from others is critical to our ability to market our products as premium foods, rather than commodities.

Although we try to market our produce as premium food, we cannot assure you that consumers will pay the price associated with a premium, rather than a commodity, product.

We cannot assure you that our products and brand will achieve and maintain satisfactory levels of acceptance by independent distributors and retail consumers to enable us to charge for our products as premium goods, which would impact our sales and gross margins.

Further, since we are seeking to promote our foods as premium goods, in times of economic hardship, consumers may purchase cheaper products which could impact both our sales and, if we lower prices in order to compete, our gross margin.

Because we experience seasonal fluctuations in our sales, our quarterly results will fluctuate and our annual performance will depend largely on results from two quarters.

Our business is seasonal, reflecting the harvest season of our primary products from mid –September to mid –November.

Typically, a substantial portion of our revenues are earned during the second half of the year.

We generally experience lowest revenues during our second quarter.

Sales in the second half of the year accounted for approximately 56% of our revenue for 2010 and 63% of our revenue for 2009.

If sales in the second half of the year are lower than expected, our operating results for the year would be adversely affected since any decline in sales in these periods would have a disproportionately large impact on our annual operating results.

Because we are dependent on our chief executive officer, and the loss of his services and the failure to hire additional qualified key personnel could harm our business.

Our business is largely dependent upon the continued efforts of our senior executive officers.

Anson Yiu Ming Fong, who was our chief executive officer and president until October 2010, when he retired for reasons of health, and continued as chairman of the board until his death in October 2010, was important to the development of our business.

Prior to April 2010, Mr.

Luo was our chief operating officer.

Luo resigned from this position in April 2010 and, following the resignation of Mr.

Luo was elected chief executive officer and president in October 2010.

The loss of Mr.

Luo or any of our other key employees could have a material adverse effect upon our ability to operate profitably.

Our officers, directors and related parties control a significant amount of our common stock.

As of March 15, 2011, our officers, directors and the estate of Anson Yiu Ming Fong, our former chief executive officer, owned or controlled approximately 30.2% of our outstanding common stock and they, together with members of their families owned, directly or through companies owned by them, approximately 32.8% of our outstanding common stock.

Efforts to comply with securities laws and regulations will increase our costs and require additional management resources, and we still may fail to comply.

The SEC requires us, as a reporting company, to include a report of management on our internal controls over financial reporting in our annual reports on Form 10-K.

Organic Region was not a public company at December 31, 2008 and was not subject to the internal controls requirements of the Sarbanes Oxley Act at that date.

As of December 31, 2009 and 2010, our financial controls were not effective and we have identified material weaknesses in our internal controls and disclosure controls.

We cannot assure you that we will be successful in addressing any issues that may be raised particularly if we are able to expand our business to operate our proposed distribution hub.

If we are unable to address these issues, or are unable to conclude that we have effective internal controls over financial reporting or if our independent auditors are unable to provide us with an unqualified report as to the effectiveness of our internal controls over financial reporting for 2011, investors could lose confidence in the reliability of our financial statements, especially in view of our need to restate prior financial statements, which could result in a decrease in the value of our securities.

We cannot assure you that we will be able to adequately address any internal controls issues in a timely manner.

Further, although the Dodd-Frank Wall Street Reform and Consumer Protection Act exempts companies with a public float of less than $75 million from the requirement that our independent registered public accounting firm attest to our financial controls, this exemption does not affect the requirement that we include a report of management on our internal controls over financial reporting and will not affect the requirement to include the auditor’s attestation if our public float exceeds $75 million.

Regardless of whether we are required to receive an attestation from our independent registered public accounting firm with respect to our internal controls, if we are unable to do so, especially in view of our need to restate financial statements for the years ended December 31, 2009 and 2008 and the quarters ended March 31, 2010, September 30, 2009, June 30, 2009 and March 31, 2009, potential investors may lose confidence in the reliability of our financial statements and our stock price and ability to obtain equity or debt financing as needed could suffer.

RISKS RELATED TO OUR CORPORATE STRUCTURE

Our contractual arrangements with Xiong Luo, our chief executive officer and president, may not be as effective in providing control over Guangzhou Greenland as direct ownership.

Since the law of the PRC limits foreign equity ownership in companies in China, most of our revenue and net income is derived from Guangzhou Greenland, which is owned by Xiong Luo, our chief executive officer and president, and we have no equity ownership interest in the Guangzhou Greenland.

We rely on contractual arrangements with Mr.

Luo to control and operate this business.

These contractual arrangements may not be effective in providing control over the Guangzhou Greenland as direct ownership.

We cannot assure you that the Mr.

Luo would always act in our best interests.

Because our contracts with Mr.

Luo are governed by the laws of the PRC, and because the legal system of the PRC is not as well developed as the United States legal system, we may have difficulty in enforcing any rights we may have under our agreements with Mr.

Our contractual arrangements with Mr.

Luo would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures.

Luo fails to perform his obligations under these contracts, we may have to incur substantial costs to enforce such arrangements and rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which may not be available.

The legal environment in the PRC is not as developed as in the United States and uncertainties in the Chinese legal system could limit our ability to enforce these contractual arrangements.

In the event that we are unable to enforce these contractual arrangements, our business, financial condition and results of operations could be materially and adversely affected since we could cease to have any control over the operations of Guangzhou Greenland, which is required in order to include Guangzhou Greenland’s revenue and income in our financial statements.

If the PRC government determines that the contractual arrangements through which we control Guangzhou Greenland do not comply with applicable regulations, our business could be adversely affected.

Although we believe our contractual relationships through which we control Guangzhou Greenland comply with current licensing, registration and regulatory requirements of the PRC, we cannot assure you that the PRC government would agree, or that new and burdensome regulations will not be adopted in the future.

If the PRC government determines that our structure or operating arrangements do not comply with applicable law, it could revoke our business and operating licenses, require us to discontinue or restrict our operations, restrict our right to collect revenues, require us to restructure our operations, impose additional conditions or requirements with which we may not be able to comply, impose restrictions on our business operations or on our customers, or take other regulatory or enforcement actions against us that could be harmful to our business.

Luo, as the owner Guangzhou Greenland, has potential conflicts of interest with us, which may adversely affect our business.

Guangzhou Greenland is not a corporate entity but is a proprietorship owned by Xiong Luo, who is our chief executive officer and president and a director.

Conflicts of interest between his dual roles as owner of Guangzhou Greenland and as one of our officers and a director may arise.

We cannot assure you that when conflicts of interest arise, Mr.

Luo will act in our best interests or that conflicts of interest will be resolved in our favor.

In addition, Mr.

Luo may breach or refuse to renew the existing contractual arrangements that allow us to receive economic benefits from Guangzhou Greenland.

We rely on Mr.

Luo to act in good faith and in our best interests, and not use his positions for personal gain.

If we cannot resolve any conflicts of interest or disputes between us and Mr.

Luo, we would have to rely on legal proceedings, which could result in disruption of our business and substantial uncertainty as to the outcome of any such legal proceedings.

RISKS ASSOCIATED WITH COMPANIES CONDUCTING BUSINESS IN THE PRC

PRC food hygiene and safety laws may become more onerous, which may adversely affect our operations and financial performance and lead to an increase in our costs which we may be unable to pass on to our customers.

Operators within the PRC food processing industry are subject to compliance with PRC food hygiene and safety laws and regulations.

Although our business does not involve processed foods, these laws and regulations may nonetheless require us to obtain a hygiene license and may apply to our proposed green hub distribution business.

These regulations also set out hygiene standards with respect to food and food additives, packaging and containers, labeling on packaging as well as hygiene requirements for food production and sites, facilities and equipment used for the transportation and the sale of food.

Failure to comply with PRC food hygiene and safety laws may result in fines, suspension of operations, loss of hygiene license and, in certain cases, criminal proceedings against an enterprise and its management.

Although we believe that we are in compliance with current PRC food hygiene and safety laws and regulations that relate to our business, in the event that such laws and regulations become more stringent or widen in scope, we may fail to comply with such laws, or if we comply, our production and distribution costs may increase, and we may be unable to pass these additional costs on to our customers.

Further, in connection with our proposed distribution hub, we may have liability if our suppliers fail to comply with applicable regulations.

Because the scope of our business license is limited, we may need government approval to expand our business.

Our operating subsidiaries are wholly foreign-owned enterprises, commonly known as WFOEs.

The scope of business is narrowly defined for all businesses in China, and a WFOE can only conduct business within its approved business scope, which appears on the business license.

Our license permits us to engage in our present businesses.

Any change in the scope of our business requires further application and government approval.

Inevitably, there is a negotiation with the authorities to approve as broad a business scope as is permitted, and we cannot assure you that we will be able to obtain the necessary government approval for any change or expansion of our business.

If the PRC enacts regulations which forbid or restrict foreign investment, our ability to grow may be severely impaired.

We intend to expand our business both by increasing our product range, selling products directly to supermarkets and other retail outlets, developing our distribution hub, entering into joint ventures and making acquisitions of companies in related industries.

Many of the rules and regulations that we would face are not explicitly communicated, and we may be subject to rules that would affect our ability to grow, either internally or through acquisition of other Chinese or foreign companies.

There are also substantial uncertainties regarding the proper interpretation of current laws and regulations of the PRC.

New laws or regulations that forbid foreign investment could severely impair our businesses and prospects.

Additionally, if the relevant authorities find us in violation of PRC laws or regulations, they would have broad discretion in dealing with such a violation, including, without limitation:

levying fines;

revoking our business and other licenses;

requiring that we restructure our ownership or operations.

Any deterioration of political relations between the United States and the PRC could impair our operations.

The relationship between the United States and the PRC is subject to sudden fluctuation and periodic tension.

Changes in political conditions in the PRC and changes in the state of Sino-U.S.

relations are difficult to predict and could adversely affect our operations or cause potential acquisition candidates or their goods and services to become less attractive even though we sell almost all of our products in the PRC.

Such a change could lead to a decline in our profitability.

Any weakening of relations between the United States and the PRC could have a material adverse effect on our operations, particularly in our efforts to raise capital to expand our business activities.

Our operations and assets in the PRC are subject to significant political and economic uncertainties.

Government policies are subject to rapid change and the government of the PRC may adopt policies which have the effect of hindering private economic activity and greater economic decentralization.

There is no assurance that the government of the PRC will not significantly alter its policies from time to time without notice in a manner with reduces or eliminates any benefits from its present policies of economic reform.

In addition, a substantial portion of productive assets in the PRC remains government-owned.

For instance, all land is state-owned and leased to business entities or individuals through governmental granting of state-owned land use rights.

The granting process is typically based on government policies at the time of granting, which could be lengthy and complex.

This process may adversely affect our future expansion, especially as we are seeking both to expand and diversify our fruit and vegetable production.

The government of the PRC also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency and providing preferential treatment to particular industries or companies.

Uncertainties may arise with changing of governmental policies and measures.

In addition, changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the nationalization or other expropriation of private enterprises, as well as adverse changes in the political, economic or social conditions in the PRC, could have a material adverse effect on our business, results of operations and financial condition.

Our operations may not develop in the same way or at the same rate as might be expected if the PRC economy were similar to the market-oriented economies of OECD member countries.

The economy of the PRC has historically been a nationalistic, “planned economy,” meaning it functions and produces according to governmental plans and pre-set targets or quotas.

In certain aspects, the PRC’s economy has been making a transition to a more market-oriented economy, although the government imposes price controls on certain products and in certain industries.

However, we cannot predict the future direction of these economic reforms or the effects these measures may have.

The economy of the PRC also differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development (the “OECD”), an international group of member countries sharing a commitment to democratic government and market economy.

For instance:

the level of state-owned enterprises in the PRC, as well as the level of governmental control over the allocation of resources is greater than in most of the countries belonging to the OECD;

the level of capital reinvestment is lower in the PRC than in other countries that are members of the OECD;

the government of the PRC has a greater involvement in general in the economy and the economic structure of industries within the PRC than other countries belonging to the OECD;

the PRC has various impediments in place that make it difficult for foreign firms to obtain local currency, as opposed to other countries belonging to the OECD where exchange of currencies is generally free from restriction.

As a result of these differences, our business may not develop in the same way or at the same rate as might be expected if the economy of the PRC were similar to those of the OECD member countries.

Our business may be affected by inflationary forces affecting the Chinese economy.

As a result of price increases in many products, the government of the PRC has expressed concern about the effects and potential effects of inflation on Chinese consumers.

To the extent that inflationary pressures affect our produce, our costs may increase without our ability to increase our prices proportionately.

We cannot predict what steps, if any, the government will take to combat either inflation or the fear of inflation or how it will affect our business.

Regardless of any steps that the government may take, if we raise our prices to reflect our additional costs consumers may purchaser lower-priced fruit, which would affect our revenues, and to the extent that we do not raise our prices, our margin may be impaired.

Price controls may affect both our revenues and net income.

The laws of the PRC give the government authority to fix and adjust prices, and the government of the PRC has announced its concern over rising food prices.

Although our products are not presently subject to price controls, the government has the power to impose controls on both the price at which we sell products and the price we pay for products.

To the extent that we become subject to price control, our revenue, gross profit, gross margin and net income will be affected since the revenue we derive from our sales would be limited by price controls on our selling prices and, unless there is also price control on the products that we purchase from our suppliers, we may face no limitation on our costs.

Further, if price controls affect both our revenue and our costs, our ability to be profitable and the extent of our profitability will be effectively subject to determination by the applicable regulatory authorities in the PRC.

We cannot assure you that the government will not adopt price controls that affect our business.

Because our officers and some of our directors reside outside of the United States, it may be difficult for you to enforce your rights against them or enforce United States court judgments against them in the PRC.

Most of our directors and executive officers reside in the PRC and substantially all of our assets are located in the PRC.

It may therefore be difficult for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal securities laws.

Further, it is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement of criminal penalties of the federal securities laws.

We may have limited legal recourse under Chinese law if disputes arise under contracts with third parties.

Almost all of our agreements with our employees and third parties, including our supplier and customers and our agreement with Mr.

Luo with respect to Guangzhou Greenland, are governed by the laws of the PRC.

The legal system in the PRC is a civil law system based on written statutes.

Unlike common law systems, such as we have in the United States, it is a system in which decided legal cases have little precedential value.

The government of the PRC has enacted some laws and regulations dealing with matters such as corporate organization and governance, foreign investment, commerce, taxation and trade.

However, their experience in implementing, interpreting and enforcing these laws and regulations is limited, and our ability to enforce commercial claims or to resolve commercial disputes is unpredictable.

The resolution of these matters may be subject to the exercise of considerable discretion by agencies of the PRC, and forces unrelated to the legal merits of a particular matter or dispute may influence their determination.

Any rights we may have to specific performance or to seek an injunction under Chinese law are severely limited, and without a means of recourse by virtue of the Chinese legal system, we may be unable to prevent these situations from occurring.

The occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations.

Because we have limited business insurance in the PRC, we may not be protected from risks that are customarily covered by insurance in the United States.

We have and will continue to maintain workers’ insurance for all of our workers on our processing lines, at our wholesale centers and on our plantation bases in Luochuan and Wanqingsha.

However, business insurance is not readily available in the PRC.

To the extent that we suffer a loss of a type which would normally be covered by insurance in the United States, such as product liability and general liability insurance, we would incur significant expenses in both defending any action and in paying any claims that result from a settlement or judgment.

Failure to comply with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business.

Foreign companies, including some that may compete with us, are not subject to these prohibitions.

Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in the PRC.

We can make no assurance, however, that our employees or other agents will not engage in such conduct for which we might be held responsible.

If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

If the United States imposes trade sanctions on the PRC due to its currency, export or other policies, our ability to succeed in the international markets may be diminished .

The PRC currently “pegs” its currency to a basket of currencies, including United States dollar.

This means that each unit of Chinese currency has a set ratio for which it may be exchanged for United States currency, as opposed to having a floating value like other countries’ currencies.

This policy is currently under review by policy makers in the United States.

Trade groups in the United States have blamed the cheap value of the Chinese currency for causing job losses in American factories, giving Chinese exporters an unfair advantage and making its imports expensive.

There is increasing pressure for the PRC to change its currency policies to provide for its currency to float freely on international markets.

As a result, Congress is considering the enacting legislation which could result in the imposition of quotas and tariffs.

If the PRC changes its existing currency policies or if the United States or other countries enact laws to penalize the PRC for its existing currency policies, our business may be adversely affected, even though we do not sell outside of the PRC.

The implementation of policies sought by the United States could make our products most costly in the international market.

We cannot predict what action the PRC may take in the event that the United States imposes tariffs, quotas or other sanctions on Chinese products.

Even though we do not sell products into the United States market, it is possible that such action by the PRC may nonetheless affect our business since we are a United States company, although we cannot predict the nature or extent thereof.

Any government action which has the effect of inhibiting foreign investment could hurt our ability to raise funds that we need for our operations.

The devaluation of the currency of the PRC against the United States dollar would have adverse effects on our financial performance and asset values when measured in terms of the United States dollar.

PRC exchange controls may limit our ability to utilize our cash flow effectively.

We are subject to the PRC’s rules and regulations affecting currency conversion.

The RMB is not freely convertible into foreign currency nor can it be freely remitted abroad.

Any restrictions on currency exchanges may limit our ability to use our cash flow for the distribution of dividends to our shareholders or to fund operations we may have outside of the PRC.

Conversion of RMB, the currency of the PRC, for capital account items, including direct investment and loans, is subject to governmental approval in the PRC, and companies are required to open and maintain separate foreign exchange accounts for capital account items.

We cannot be certain that the regulatory authorities of the PRC will not impose more stringent restrictions on the convertibility of the RMB, especially with respect to foreign exchange transactions.

To the extent that we develop an export business, we could be affected by the PRC’s exchange controls.

Our operating assets are located inside the PRC.

Under the laws governing foreign invested entities, such as us, in the PRC, dividend distribution and liquidation are allowed but subject to special procedures under the relevant laws and rules.

Any dividend payment will be subject to the decision of the board of directors and subject to foreign exchange rules governing such repatriation.

Any liquidation is subject to the relevant government agency’s approval and supervision as well as the foreign exchange control.

This may generate additional risks for you in case of dividend payment and liquidation.

A downturn in the economy of the PRC may slow our growth and profitability.

The growth of the Chinese economy has been uneven across geographic regions and economic sectors.

There can be no assurance that growth of the Chinese economy will be steady or that any downturn will not have a negative effect on our business especially if it results in either a decreased use of products such as ours or in pressure on us to lower our prices.

If certain tax exemptions within the PRC regarding withholding taxes are removed, we may be required to deduct corporate withholding taxes from any dividends we may pay in the future.

Under the PRC’s current tax laws, regulations and rulings, companies are exempt from paying withholding taxes with respect dividends paid to shareholders outside of the PRC.

However, if the foregoing exemption is removed, we may be required to deduct certain amounts from any dividends we pay to our shareholders.

If our favorable tax treatment is overturned, we may be subject to significant penalties .

On March 16, 2007, the PRC’s National People’s Congress passed a new corporate income tax law, which became effective on January 1, 2008.

This new income tax unifies the corporate income tax rate of domestic enterprise and foreign investment enterprises to 25%.

Preferential tax treatments will continue to be granted to entities that are classified as “high and new technology enterprises strongly supported by the State” or conduct business in sectors that are encouraged by the PRC’s National People’s Congress.

This new tax law, however, does not clearly define the requirements or criteria for receiving these preferential tax treatments.

As agriculture companies, some of our subsidiaries presently benefit from full or 50% exemptions from enterprise income tax.

Because clear implementation and requirement rules or guidelines for the new tax law have not yet been promulgated, we cannot assure you that our subsidiaries will maintain their preferential tax status or that we will not be assessed significant penalties.

If the PRC tax authorities dispute our method of paying value added taxes, we may be subject to penalties under the tax laws of the PRC.

Under the commercial practice of the PRC, we paid value added taxes (“VAT”) and business tax based on tax invoices issued.

We generally issue our tax invoice subsequent to the date on which revenue is recognized, and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued.

In the event that the PRC tax authorities dispute the date of which revenue is recognized for tax purposes, the PRC tax office has the right to assess a penalty which can range from zero to five times of tax which is determined to have been improperly deferred.

Although we believe that we are paying VAT and business taxes in accordance with the common practice in PRC, we cannot assure you that the PRC tax authorities would not reach a different conclusion and determine that common practice is not in accordance with the tax laws of the PRC.

If a penalty is ultimately assessed against us, the penalty could represent a material amount.

Because the government has the power to withdraw our licenses, we cannot guarantee that we will continue to hold the necessary licenses.

In order for a company to engage in a business in the PRC, it must have a business license, which is issued by the government.

Our subsidiaries possess business licenses which permit them to engage in their respective businesses.

These licenses are subject to inspection by the government agencies of our facilities.

The government has the power to withdraw a license from those companies which may be disqualified as a result of these inspections by the central government.

We cannot provide any assurance that we may be able to maintain our present licenses or that we will be able to obtain any additional licenses that may be required if we seek to expand the scope of our business.

RISKS ASSOCIATED WITH INVESTING IN OUR COMMON STOCK

The market for our common stock may be affected by the reset and liquidated damage provisions which we granted in connection with a private placement of common stock.

In May 2010, we sold 17,000,000 shares of common stock at $0.20 per share pursuant to two agreements, one covering 3,375,000 shares and the other 13,625,000 shares.

In October 2010, we sold 5,000,000 shares of common stock at $0.20 to two investors.

The agreement with the purchasers of 3,375,000 shares in the May 2010 financing and the agreement for the October 2010 financing provide that if, at any time as long as any of the investors holds any of the shares of common stock purchased in the financing, we sell shares of common stock or issue convertible notes or preferred stock with a conversion price which is less than the $0.20 price paid in the financing, we are to issue additional shares to the investors so that the effective price per share is equal to such lower price.

The agreements with each of the groups of investors provide for liquidated damages of 1% per month, payable in cash or stock (based on the closing price of the transaction) if we fail to comply with certain covenants, including effecting a reverse split and filing for the listing of our common stock on the American Stock Exchange, within certain timetables.

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for more information relating to these provisions.

The potential issuance of additional shares resulting from a downward adjustment in the purchase price of the shares, which would result in increased dilution to the stockholders, together with the potential for liquidated damages, could have an adverse effect upon the market for and the market price of our common stock.

The market price of our common stock is volatile, leading to the possibility of its value being depressed at a time when you may want to sell your holdings.

Our stock is quoted on the OTCQB.

It has previously been quoted on the OTC Bulletin Board;

however, it ceased trading on the OTC Bulletin Board in February 2011 because of the failure of a market maker to place a bid for our common stock for a period of five consecutive trading days.

There is not an active market for our common stock.

There are many days in which there is no or insignificant trading volume in our common stock.

The absence of any significant activity can result in a very volatile stock.

When there is little trading activity, the purchase or sale of a relatively small number of shares could result in a disproportionate change in the stock price.

In addition, numerous other factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly.

In addition to market and industry factors, the price and trading volume for our common stock may be highly volatile for specific business reasons.

Factors such as variations in our revenues, earnings and cash flow, announcements of new investments, cooperation arrangements or acquisitions, and fluctuations in market prices for our products could cause the market price for our shares to change substantially.

Securities class action litigation is often instituted against companies following periods of volatility in their stock price.

This type of litigation could result in substantial costs to us and divert our management’s attention and resources.

Because of our low stock price, you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions.

The definition of a penny stock does not treat issuers that meet certain financial requirements, including average revenue of at least $6,000,000 for the last three years, as a penny stock the stock.

Although we do not believe that our stock meets the definition of a penny stock because our revenue for each of the past three years exceeded $6 million, many brokerage firms will not process stock purchases or sales of low-priced stocks, regardless of whether the stock meets the definition of a penny stock.

As a result, you may have difficulty in selling your stock.

Our common stock is quoted on the OTCQB which may have an unfavorable impact on our stock price and liquidity.

Our common stock is quoted on the OTCQB, which is not a stock exchange.

The OTCQB is a significantly more limited market than the New York Stock Exchange or NASDAQ Stock Market.

The quotation of our shares on the OTCQB may result in a less liquid market available for existing and potential shareholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

Our ability to issue preferred stock may make it more difficult for a third party to effect a change-of-control.

Our articles of incorporation authorize our board of directors to issue up to 20,000,000 shares of preferred stock.

The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the board of directors without further action by the shareholders.

These terms may include preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions.

The issuance of any preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock.

In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party.

The ability of the board of directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent our shareholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our common stock.

The potential sale of 20,000,000 shares pursuant to a registration statement, as well as the existence of other outstanding warrants, may have a depressive effect on the price and market for our common stock.

As of December 31, 2010, we had outstanding warrants to purchase 25,569,635 shares of common stock, including warrants to purchase 20,000,000 shares of common stock which we registered pursuant to a registration statement.

As of the date of this annual report, no warrants had been exercised and, because of the market price for our stock, the market in which our stock is quoted and the absence of any significant trading volume, it is possible that we may never receive the proceeds from the warrants.

In addition, the presence of the warrants and the potential sale of 20,000,000 shares of common stock upon exercise of the warrants with the other outstanding warrants may have a depressive effect on our stock price and make it more difficult for us to raise any significant funds in the equity market if our business requires additional funding.

ITEM 1B UNRESOLVED STAFF COMMENTS

Not required for smaller reporting companies.

Relating to Our Business

business plan involves a number of very significant risks.

Our future business, operating results and financial condition could be seriously

harmed as a result of the occurrence of any of the following risks.

You could lose all or part of your investment due to any of these

You should invest in our common stock only if you can afford to lose your entire investment.

officers and directors reside outside the United States, investors may have limited legal recourse against them including difficulties

in enforcing judgments made against them by U.S.

There is neither treaty nor any reciprocal arrangement between China and the

United States regarding recognition or enforcement of civil judgments.

business operations may be materially and adversely affected by the outbreak of the Coronavirus (“COVID-19”).

outbreak of respiratory illness caused by the novel coronavirus, commonly referred as “COVID-19” emerged in late 2019 and

has spread globally.

The COVID-19 is considered to be highly contagious and poses a serious public health threat.

The World Health Organization

labelled the COVID-19 outbreak as a pandemic on March 11, 2020, given its threat beyond a public health emergency of international concern

the organization had declared on January 30, 2020.

epidemic has resulted in social-distancing restrictions, travel restrictions, and the temporary closure of stores and facilities during

the past few months.

The negative impacts of the COVID-19 outbreak on our business include:

uncertain economic conditions may refrain clients from engaging our services.

operations of businesses in our industry have been, and could continue to be, negatively

impacted by the epidemic, which may in turn adversely impact their business performance.

are unable to accurately predict the impact that the COVID-19 will have due to various uncertainties, including the ultimate geographic

spread of the virus, the severity of the disease, the duration of the outbreak globally, and effectiveness of the actions that may be

taken by governmental authorities.

Additionally, it is possible that we may face similar difficulties from future should there be, at

any point, another global pandemic.

limitations of Rule 144(i) on your shares

to the Rule 144(i), Rule 144 is not available for the resale of securities initially issued by either a reporting or non-reporting shell

Moreover, Rule 144(i)(1)(ii) states that Rule 144 is not available to securities initially issued by an issuer that has been

“at any time previously” a reporting or non-reporting shell company.

Rule 144(i)(1)(ii) prohibits shareholders from utilizing

Rule 144 to sell their shares in a company that at any time in its existence was a shell company.

However, according to Rule 144(i)(2),

an issuer can “cure” its shell status.

“cure” a company’s current or former shell company status, the conditions of Rule 144(i)(2) must be satisfied regardless

of the time that has elapsed since the public company ceased to be a shell company and regardless of when the shares were issued.

availability of Rule 144 for resales of shares issued while the company is a shell company or thereafter may be restricted even after

the expiration of the one-year period since it filed its Form 10 information if the company is not current on all of its periodic reports

required to be filed within the SEC during the 12 months before the date of the shareholder’s sale.

Thus, the company must file

all 10-Qs and 10K for the preceding 12 months and since the filing of the Form 10, or Rule 144 is not available for the resale of securities

face a number of risks associated with our business plan, including the possibility that we may incur substantial debt or convertible

debt, which could adversely affect our financial condition

intend to use reasonable efforts to complete our business plan.

The risks commonly encountered in implementing our business plan is insufficient

revenues to offset increased expenses associated with finding a merger candidate.

Failure to raise sufficient capital to carry out our

business plan.

Additionally, we have no operations at this time so our expenses are likely to increase and it is possible that we may

incur substantial debt or convertible debt in order to complete our business plan, which can adversely affect our financial condition.

Incurring a substantial amount of debt or convertible debt may require us to use a significant portion of our cash flow to pay principal

and interest on the debt, which will reduce the amount available to fund working capital, capital expenditures, and other general purposes.

Our indebtedness may negatively impact our ability to operate our business and limit our ability to borrow additional funds by increasing

our borrowing costs, and impact the terms, conditions, and restrictions contained in possible future debt agreements, including the addition

of more restrictive covenants;

impact our flexibility in planning for and reacting to changes in our business as covenants and restrictions

contained in possible future debt arrangements may require that we meet certain financial tests and place restrictions on the incurrence

of additional indebtedness and place us at a disadvantage compared to similar companies in our industry that have less debt.

future success is highly dependent on the ability of management to locate and attract suitable business opportunities and our stockholders

will not know what business we will enter into until we consummate a transaction with the approval of our then existing directors and

this time, we have no operations and future implementation of our business plan is highly speculative, there is a consequent risk of

loss of an investment in the Company.

The success of our plan of operations will depend to a great extent on the operations, financial

condition and management of future business and internal development.

While management intends to seek businesses opportunities with

entities having established operating histories, we cannot provide any assurance that we will be successful in locating opportunities

meeting that criterion.

In the event we complete a business plan, the success of our operations will be dependent upon management, its

financial position and numerous other factors beyond our control.

can be no assurance that we will successfully consummate a business plan or internally develop a successful business

are a blank check company and can give no assurance that we will successfully identify and evaluate suitable business opportunities or

that we will successfully implement our business plan.

We cannot guarantee that we will be able to negotiate contracts on favorable terms.

No assurances can be given that we will successfully identify and evaluate suitable business opportunities, that we will conclude a business

plan or that we will be able to develop a successful business.

Our management and affiliates will play an integral role in establishing

the terms for any future business.

will incur increased costs as a result of becoming a reporting company, and given our limited capital resources, such additional costs

may have an adverse impact on our profitability.

the effectiveness of this Form 10, we will be an SEC reporting company.

The Company currently has no business and no revenue.

the rules and regulations under the Exchange Act require a public company to provide periodic reports with interactive data files which

will require the Company to engage legal, accounting and auditing services, and XBRL and EDGAR service providers.

The engagement of such

services can be costly, and the Company is likely to incur losses, which may adversely affect the Company’s ability to continue

as a going concern.

In addition, the Sarbanes-Oxley Act of 2002, as well as a variety of related rules implemented by the SEC, have required

changes in corporate governance practices and generally increased the disclosure requirements of public companies.

For example, as a

result of becoming a reporting company, we will be required to file periodic and current reports and other information with the SEC and

we must adopt policies regarding disclosure controls and procedures and regularly evaluate those controls and process.

additional costs we will incur in connection with becoming a reporting company will serve to further stretch our limited capital resources.

The expenses incurred for filing periodic reports and implementing disclosure controls and procedures may be as high as $70,000 USD annually.

In other words, due to our limited resources, we may have to allocate resources away from other productive uses in order to pay any expenses

we incur in order to comply with our obligations as an SEC reporting company.

Further, there is no guarantee that we will have sufficient

resources to meet our reporting and filing obligations with the SEC as they come due.

time and cost of preparing a private company to become a public reporting company may preclude us from entering into an acquisition or

merger with the most attractive private companies and others

time to time the Company may come across target merger companies.

These companies may fail to comply with SEC reporting requirements

may delay or preclude acquisitions.

Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information

about significant acquisitions, including certified financial statements for the company acquired, covering one or two years, depending

on the relative size of the acquisition.

The time and additional costs that may be incurred by some target entities to prepare these

statements may significantly delay or essentially preclude consummation of an acquisition.

Otherwise, suitable acquisition prospects

that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting

requirements of the Exchange Act are applicable.

Business may result in a change of control and a change of management.

conjunction with completion of a business acquisition, it is anticipated that we may issue an amount of our authorized but unissued common

or preferred stock which represents the majority of the voting power and equity of our capital stock, which would result in stockholders

of a target company obtaining a controlling interest in us.

As a condition of the business combination agreement, our current stockholders

may agree to sell or transfer all or a portion of our common stock as to provide the target company with all or majority control.

resulting change in control may result in removal of our present officers and directors and a corresponding reduction in or elimination

of their participation in any future affairs.

depend on our officers and the loss of their services would have an adverse effect on our business

have officers and directors of the Company that are critical to our chances for business success.

We are dependent on their services

to operate our business and the loss of these persons, or any of them would have an adverse impact on our future operations until such

time as he or she could be replaced, if he could be replaced.

We do not have employment contracts or employment agreements with our officers,

and we do not carry key man life insurance on their lives.

we are significantly smaller than the some of our competitors, we may lack the resources needed to capture market share

plastic recycling industry is highly competitive, and our business plan has not been implemented and we are smaller in size than some

of our competitors.

We are at a disadvantage as a blank check company, we do not have an established business.

Many of our competitors

have an already established their business, more established market presence, and substantially greater financial, marketing, and other

resources than do we.

New competitors may emerge and may develop new or innovative products that compete with our anticipated future

No assurance can be given that we will be able to compete successfully within the plastic recycling industry.

ability to use our net operating loss carry-forwards and certain other tax attributes may be limited

have incurred losses during our history.

To the extent that we continue to generate taxable losses, unused losses will carry forward

to offset future taxable income, if any, until such unused losses expire.

Under Sections 382 and 383 of the Internal Revenue Code of

1986, as amended, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value)

in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carry-forwards,

or NOLs, and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited.

We may experience

ownership changes in the future because of subsequent shifts in our stock ownership.

As a result, if we earn net taxable income, our

ability to use our pre-change net operating loss carryforwards to offset U.S.

federal taxable income may be subject to limitations, which

could potentially result in increased future tax liability to us.

In addition, at the state level, there may be periods during which

the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

ability to hire and retain key personnel will be an important factor in the success of our business and a failure to hire and retain

key personnel may result in our inability to manage and implement our business plan

management has limited experience in the plastic recycling industry and we may not be able to attract and retain the necessary qualified

If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and implement

our business plan.

disputes could have an impact on our Company

plan to engage in business matters that are common to the business world that can result in disputations of a legal nature.

the Company is ever sued or finds it necessary to bring suit against others, there is the potential that the results of any such litigation

could have an adverse impact on the Company.

common stock is quoted on the OTC MARKETS.

An investment in our common stock is risky and there can be no assurance that the price for

our stock will not decrease substantially in the future

common stock is quoted on the OTC Markets.

The market for our stock has been volatile and has been characterized by large swings in the

trading price that do not appear to be directly related to our business or financial condition.

As a result, an investment in our common

stock is risky and there can be no assurance that the price for our stock will not decrease substantially in the future.

stock trades below $5.00 per share and is subject to special sales practice requirements that could have an adverse impact on any trading

market that may develop for our stock

our stock trades below $5.00 per share and is subject to special sales practice requirements applicable to “penny stocks”

which are imposed on broker-dealers who sell low-priced securities of this type.

These rules may be anticipated to affect the ability

of broker-dealers to sell our stock, which may in turn be anticipated to have an adverse impact on the market price for our stock if

and when an active trading market should develop.

officers, directors and principal stockholders own a large percentage of our issued and outstanding shares and other stockholders have

little or no ability to elect directors or influence corporate matters

of July 27, 2021, our officers, directors, and principal stockholders were deemed to be the beneficial owners of approximately of our

57.94% issued and outstanding shares of common stock.

As a result, such persons can determine the outcome of any actions taken by us

that require stockholder approval.

For example, they will be able to elect all of our directors and control the policies and practices

of the Company.

Related to Doing Business in Hong Kong

October 22, 2021, the Company announced that it had moved its headquarters from Hong Kong to Malaysia with new address at No.

5, Jalan Hi Tech 7/7, Kawasan Perindustrian Hi Tech 7, 43500 Semenyih, Selangor, Malaysia.

Following the reallocation, all existing and

future operations will be run in Malaysia.

The company does not foresee any existing or future operations to be bounded nor affected

due to its previous position in Hong Kong.

Risk factors related to doing business in Hong Kong, as disclosed in page 12 due to its previous

position in Hong Kong, may no longer be relevant or applicable going forward.

recent state government interference into business activities on U.S.

listed Chinese companies may negatively impact our existing and

future operations in Hong Kong.

the Chinese government announced that it would step up supervision of Chinese firms listed offshore.

Under the new measures, China will

improve regulation of cross-border data flows and security, crack down on illegal activity in the securities market and punish fraudulent

securities issuance, market manipulation and insider trading, China will also check sources of funding for securities investment and

control leverage ratios.

The Cyberspace Administration of China (“CAC”) has also opened a cybersecurity probe into several

U.S.-listed tech giants focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the Data Security

Law, how companies collect, store, process and transfer data.

Company is headquartered and has minimal operations in Hong Kong.

The Company will not use variable interest entities to execute its

business plan in the future nor acquire a company that uses or may use a variable interest entity structure to conduct China-based operations.

The Company plans to acquire private corporations in the business of in recycling, sales and distribution of reusable plastics in the

South East Asia region particularly Malaysia.

As of current stage, The Company intends to implement its business plan upon raising capital

which will be further elaborated under our business plan in page 5.

None of the aforesaid business activities appears to be within the

current targeted areas of concern by the Chinese government.

The Company plans to continue to explore future potential business opportunities

in the South East Asia region, in particular Malaysia.

Nonetheless, it intends to keep Hong Kong as part of its operating structure going

forward and this would potentially subject it to political and economic influence from China to the extent of such operations.

of the Company’s subsidiary in Hong Kong and its operations there, there is always a risk that the Chinese government may, in the

future, seek to affect operations of any company with any level of operations in China including its ability to offer securities to investors,

list its securities on a U.S.

or other foreign exchange, conduct its business or accept foreign investment.

In light of China’s

recent extension of authority not only in China but into Hong Kong, there are risks and uncertainties which it cannot foresee for the

time being, and rules and regulations in China can change quickly with little or no advance notice.

The Chinese government may intervene

or influence the Company’s current and future operations in Hong Kong and China at any time, or may exert more control over offerings

conducted overseas and/or foreign investment in issuers likes ourselves.

any or all of the foregoing were to occur, this could lead to a material change in the Company’s operations and/or the value of

its common stock and/or significantly limit or completely hinder its ability to offer or continue to offer securities to investors and

cause the value of such securities to significantly decline or be worthless.

headquarter is based in Hong Kong.

regulators, such as, but not limited to, the Department of Justice, the SEC, PCAOB, and other

authorities would likely incur difficulties in any potential investigations or inspections given the location of our headquarter is in

are a Nevada corporation, however our headquarter is based in Hong Kong, located outside of the United States.

a result, it may be difficult for US Regulators of all kinds to investigate or carry out inspections, of any kind, into or regarding

our operations due to the complex relationships between and among the United States, Hong Kong, and the People’s Republic of China

There are also logistical issues with enforcing any actions on Companies that operate overseas.

There would likely be varying

issues of jurisdiction, notwithstanding the historically complex relationships among the PRC and United States, or between other nations

and the United States.

There is also uncertainty as to whether the courts of Hong Kong, the PRC or any other Asian countries, would recognize

or enforce judgments of U.S.

courts or US Regulators overseas within their own jurisdictions.

These factors all create a risk that should

be considered before investing in our Company.

shares may be delisted under the Holding Foreign Companies Accountable Act (“HFCCA”) if the PCAOB is unable to inspect our

auditors for three consecutive years beginning in 2021.

If the bill passed by the U.S.

Senate on June 22, 2021 is passed by the U.S.

House of Representatives and signed into law, this would reduce the number of consecutive non-inspection years required for triggering

the prohibitions under the HFCAA from three years to two.

The delisting of our shares, or the threat of their being delisted, may materially

and adversely affect the value of your investment.

Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020.

The HFCA Act states if the SEC determines

that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB

for three consecutive years beginning in 2021, the SEC shall prohibit such shares from being traded on a national securities exchange

or in the over the counter trading market in the U.S.

March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements

of the HFCA Act.

A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection”

year under a process to be subsequently established by the SEC.

The SEC is assessing how to implement other requirements of the HFCA

Act, including the listing and trading prohibition requirements described above.

June 22, 2021, the U.S.

Senate passed a bill which, if passed by the U.S.

House of Representatives and signed into law, would reduce

the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.

lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the

auditors based in China.

As a result, the investors may be deprived of the benefits of such PCAOB inspections.

The inability of the PCAOB

to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit

procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could

cause existing and potential investors in our stock to lose confidence in our audit procedures and reported financial information and

the quality of our financial statements.

December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.

The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public

accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (“Commission-Identified

The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if

true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction.

The amendments

also require that a Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide

certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities.

Further, the release

provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities

of certain Commission-Identified Issuers, as required by the HFCA Act.

SEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020.

A Commission-Identified Issuer will

be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.

If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021,

the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal

year ended December 31, 2022.

current auditor, JP Centurion & Partners PLT (“Centurion”) who is the independent registered public accounting firm that

issues the audit report included in this registration statement, as auditors of companies that are traded publicly in the United States

and a firm registered with the PCAOB, are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections

to assess their compliance with the applicable professional standards.

has notified each PCAOB-Identified Firm of its determination and also publish the list on its website on Dec 16, 2021.

Our current auditor,

Centurion, is not subject to the determinations announced by the PCAOB on December 16, 2021.

are not aware of any reasons to believe or conclude that Centurion would not permit an inspection by PCAOB or that either one may not

be subject to such inspection.

However, given the recent developments, we cannot assure you whether the relevant regulatory authorities

would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures

and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it

relates to the audit of our financial statements.

However, there is a possible risk that the PCAOB may be unable to inspect or investigate

completely our auditor because of a position taken by an authority in a foreign jurisdiction.

The SEC may propose additional rules or

guidance that could impact us if our auditor is not subject to PCAOB inspection.

For example, on August 6, 2020, the President’s

Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese

Companies to the then President of the United States.

This report recommended the SEC implement five recommendations to address companies

from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate.

Some of the concepts of these

recommendations were implemented with the enactment of the HFCA Act.

However, some of the recommendations were more stringent than the

For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended that the transition period

before a company would be delisted would end on January 1, 2022.

SEC has announced that the SEC staff is preparing a consolidated proposal for the rules regarding the implementation of the HFCA Act

and to address the recommendations in the PWG report.

It is unclear when the SEC will complete its rulemaking and when such rules will

become effective and what, if any, of the PWG recommendations will be adopted.

In addition, there might be a risk that lack of inspection

could cause trading in our securities to be prohibited under the Holding Foreign Companies Accountable Act.

The implications of these

possible regulations in addition to the requirements of the HFCA Act are uncertain.

Such uncertainties could cause the market price of

our shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national

securities exchange earlier than would be required by the HFCA Act.

If our shares are unable to be listed on another securities exchange

by then, such a delisting would substantially impair your ability to sell or purchase our shares when you wish to do so, and the risk

and uncertainty associated with a potential delisting would have a negative impact on the price of our shares.

addition to the above mentioned, in accordance with the HFCA Act, we hereby declare the Company is not owned or controlled by any government

entity in the relevant jurisdiction.

in Hong Kong’s economic, political or social conditions or government policies could have a material adverse effect on our future

business and operations.

we do not have any substantial assets and operations in Hong Kong.

Nonetheless, our business direction going forward would be focused

in the Hong Kong and South East Asia region which accordingly, could be influenced by changes in political, economic and social conditions

in Hong Kong generally.

Given the recent influence exerted on Hong Kong by the China government, we are unsure how the political, economic

and social conditions in Hong Kong will or might, develop into one mirroring the existing conditions in China.

Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement,

level of development, growth rate, control of foreign exchange and allocation of resources.

Although the Chinese government has implemented

measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and

the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still

owned by the government.

In addition, the Chinese government continues to play a significant role in regulating industry development

by imposing industrial policies.

Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment

of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or

the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various

sectors of the economy.

Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws

and regulations in China could have a material adverse effect on the overall economic growth of China.

Such developments could adversely

affect our future business and operating results, lead to reduction in demand for our services and adversely affect our competitive position.

The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources.

Some of these

measures may benefit the overall Chinese economy, but may have a negative effect on us.

For example, our financial condition and results

of operations may be adversely affected by government control over capital investments or changes in tax regulations.

In addition, in

the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic

These measures may cause decreased economic activity in China, which may adversely affect our future business and operating results.

implementation and interpretation of National Security Law in Hong Kong involves uncertainty.

30 June 2020, China’s top legislature unanimously passed a new National Security Law for Hong Kong that was enacted on the same

Similar to PRC’s laws and regulations, the interpretation of National Security Law involves a degree of uncertainty.

PRC’s legal system is based on written statutes, and prior court decisions can only be used as a reference.

Since 1979, the PRC’s

government has promulgated laws and regulations in relation to economic matters such as foreign investment, corporate organization and

governance, commerce, taxation and trade, with a view to developing a comprehensive system of commercial law, including laws relating

to property ownership and development.

However, due to the fact that these laws and regulations have not been fully developed, and because

of the limited volume of published cases and the non-binding nature of prior court decisions, interpretation of PRC’s laws and

regulations involves a degree of uncertainty.

Some of these laws may be changed without immediate publication or may be amended with

retroactive effect.

on the government agency or how an application or case is presented to such agency, we may receive less favourable interpretations of

laws and regulations than our competitors, particularly if a competitor has long been established in the locality of, and has developed

a relationship with such agency.

In addition, any litigation may be protracted and result in substantial costs and a diversion of resources

and management attention.

All of these uncertainties may cause difficulties in the enforcement of our land use rights, entitlements under

our permits and other statutory and contractual rights and interests.

Anti-monopoly

and unfair competition claim or regulatory actions against us may result in our being subject to fines, constraints on our business and

damage to our reputation.

PRC government has recently enhanced its enforcement of anti-monopoly laws and regulations.

In December 2020, the PRC central government

announced that strengthening anti-monopoly measures and preventing the disorderly expansion of capital has become one of its focuses

in 2021, and the government targets to improve digital regulations and legal standards for the identification of platform enterprise

monopolies, for the gathering, usage and management of data, and for the protection of consumer rights.

The PRC anti-monopoly enforcement

agencies have in recent years strengthened enforcement under the PRC Anti-monopoly Law, including conducting investigations and levying

significant fines, with respect to concentration of undertakings, cartel activity, monopoly agreements as well as abusive behaviour by

companies with market dominance.

In order to comply with existing laws and regulations and new laws and regulations that may be enacted

in the future, we may need to devote significant resources and efforts, including restructuring affected businesses and adjusting investment

activities, which may materially and adversely affect our business, growth prospects, reputation and the trading prices of our securities.

may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption law.

connection with any future offering, we may be subjected to the U.S.

Foreign Corrupt Practices Act (“FCPA”), and other laws

that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S.

and issuers as defined by the statute for the purpose of obtaining or retaining business.

We may also be subjected to Chinese anti-corruption

laws, which strictly prohibit the payment of bribes to government officials.

Going forward we may have operations, agreements with third

parties, and make sales in China, which may experience corruption.

Our future activities in China may create the risk of unauthorized

payments or offers of payments by one of the employees of our company, because sometimes these employees are out of our control.

of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities,

which could negatively affect our business, operating results and financial condition.

In addition, the government may seek to hold our

Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

Hong Kong government may face further restrictive measures from PRC government in the future.

cannot assure you that the Hong Kong government will not be facing further restrictive measures from PRC’s government in the future.

The PRC government’s further potential restrictive regulations and measures could increase our existing and future operating costs

in adapting to these regulations and measures, limit our access to capital resources or even restrict our existing and future business

operations, which could further adversely affect our business and prospects.

Related to Our Shareholders and Shares of Common Stock

cannot assure that there will be a trading market for our common stock.

is currently no trading market for our common stock, and we cannot assure that a trading market will develop.

We have no established

relationship with any securities broker-dealer to initiate and maintain market quotations in our common stock, and we cannot assure that

we will be able to complete the steps necessary to enable market quotations to commence.

We will have no control over the price at which

our common stock may be quoted or traded.

price of our common stock may experience considerable volatility over time.

our shares do begin active trading, the trading price may become subject to large price fluctuations in response to a number of events

and factors, such as variations in operating results, our announcements of projects developments, announcements of competitors, changes

in financial estimates, regulatory changes, recommendations by securities analysts, the share price performance of other companies that

investors may deem comparable to us, news reports relating to trends in our markets, large purchases or sales of our common stock, liquidity

(or absence of liquidity) in our common stock, currency fluctuations, and general economic conditions.

These fluctuations may adversely

affect the trading price of our common stock, regardless of our financial performance.

common stock is be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may

make it more difficult to sell

common stock is a “penny stock” if it meets one or more of the following conditions (i) the stock trades at a price less

than $5.00 per share;

(ii) it is not traded on a “recognized” national exchange;

(iii) it is not quoted on the Nasdaq Capital

Market, or even if so, has a price less than $5.00 per share;

or (iv) is issued by a company that has been in business less than three

years with net tangible assets less than $5 million.

principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of

our common stock will be subject to the “penny stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated under

the Exchange Act.

For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document

disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business

days before effecting any transaction in a penny stock for the investor’s account.

Moreover, Rule 15g-9 requires broker-dealers

in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor.

This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment

experience and investment objectives;

(ii) reasonably determine, based on that information, that transactions in penny stocks are suitable

for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of

penny stock transactions;

(iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made

the determination in (ii) above;

and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately

reflects the investor’s financial situation, investment experience and investment objectives.

Compliance with these requirements

may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise

dispose of them in the market or otherwise.

may issue more shares in an acquisition or merger, which will result in substantial dilution

Articles of Incorporation, as amended, authorize the Company to issue an aggregate of 780,000,000 shares of common stock of which 730,039,317

shares are currently outstanding and 20,000,000 shares of Preferred Stock are authorized, of which 1,259,858 shares are outstanding.

Any acquisition or merger effected by the Company may result in the issuance of additional securities without stockholder approval and

may result in substantial dilution in the percentage of our common stock held by our then existing stockholders.

Moreover, shares of

our common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by

our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders.

acquisition type transaction, our Board of Directors has the power to issue any, or all, of such authorized but unissued shares without

stockholder approval.

To the extent that additional shares of common stock are issued in connection with a business combination or otherwise,

dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially adversely

additional capital though the sale of common stock will result in dilution of stockholder interests

may raise additional funds in the future by issuing additional shares of common stock or other securities, which may include securities

such as convertible debentures, warrants or preferred stock that are convertible into common stock.

Any such sale of common stock or

other securities will lead to further dilution of the equity ownership of existing holders of our common stock.

Additionally, the existing

conversion rights may hinder future equity offerings, and the exercise of those conversion rights may have an adverse effect on the value

of our stock.

If any such conversion rights are exercised at a price below the then current market price of our shares, then the market

price of our stock could decrease upon the sale of such additional securities.

Further, if any such conversion rights are exercised at

a price below the price at which any stockholder purchased shares, then that particular stockholder will experience dilution in his or

her investment.

directors have the authority to authorize the issuance of preferred stock

Articles of Incorporation, as amended, authorize the Company to issue an aggregate of 20,000,000 shares of Preferred Stock.

Our directors,

without further action by our stockholders, have the authority to issue shares to be determined by our board of directors of Preferred

Stock with the relative rights, conversion rights, voting rights, preferences, special rights, and qualifications as determined by the

board without approval by the shareholders.

Any issuance of Preferred Stock could adversely affect the rights of holders of common stock.

Additionally, any future issuance of preferred stock may have the effect of delaying, deferring, or preventing a change in control of

the Company without further action by the shareholders and may adversely affect the voting and other rights of the holders of common

Our Board does not intend to seek shareholder approval prior to any issuance of currently authorized stock, unless otherwise required

by law or stock exchange rules.

have never paid dividends on our common stock, nor are we likely to pay dividends in the foreseeable future.

Therefore, you may not derive

any income solely from ownership of our stock

have never declared or paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future.

We anticipate that any funds available for payment of dividends will be re-invested into the Company to further our business strategy.

This means that your potential for economic gain from ownership of our stock depends on appreciation of our stock price and will only

be realized by a sale of the stock at a price higher than your purchase price.

UNRESOLVED STAFF COMMENTS

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information

under this item.

have a physical office located in No.

3 & 5, Jalan Hi Tech 7/7, Kawasan Perindustrian Hi Tech 7, 43500 Semenyih, Selangor, Malaysia.

Our office is provided rent free by our director Teressa Wo.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors