This report contains certain forward-looking statements and information relating
to us that are based on the beliefs and assumptions made by our management as
well as information currently available to the management. When used in this
document, the words "anticipate," "believe," "estimate," "expect," and similar
expressions are intended to identify forward-looking statements. Such statements
reflect our current views with respect to future events and are subject to
certain risks, uncertainties, and assumptions. If one or more of these risks or
uncertainties materialize, or if underlying assumptions prove incorrect, actual
results may vary materially from those described herein as anticipated,
believed, estimated, or expected.
You should read the following discussion of our financial condition and results
of operations together with the audited consolidated financial statements and
notes to the financial statements included elsewhere in this Annual Report. This
discussion contains forward-looking statements that involve risks and
uncertainties. The forward-looking statements are not historical facts, but
rather are based on current expectations, estimates, assumptions and projections
about our industry, business and future financial results. Our actual results
could differ materially from the results contemplated by these forward-looking
statements due to a number of factors, including those discussed under "Item 1A.
Risk Factors" and other sections in this Annual Report.
General
The following discussion highlights Kid Castle results of operations and the
principal factors that have affected our financial condition as well as our
liquidity and capital resources for the periods described and provides
information that management believes is relevant for an assessment and
understanding of the statements of financial condition and results of operations
presented herein. The following discussion and analysis are based on our audited
Financial Report, which we have prepared in accordance with United States
generally accepted accounting principles. You should read this discussion and
analysis together with such financial statements and the related notes thereto.
Kid Castle Educational Corporation, a Delaware corporation, ("Kid Castle," "the
Company," "We," "KDCE," "Us" or "Our') operates and manages a portfolio of real
estate properties, digital assets, and other in-demand properties. Kid Castle
engages in rollup and consolidation of real estate, Biopharma and digital
economy assets and operations.
The Company changed its CBD-focused business after selling Cannabinoid
Biosciences, Inc. in April 2021, to refocus on acquisition and management of
businesses and assets in real estate, Biopharma and digital economy. As the
subsidiary of Video River Networks, Inc. (NIHK), the Company's business plan is
to help NIHK to achieve its business plan. The Company therefore will focus on
rolling up Artificial Intelligence, Machine Learning, Robotics, and digital
assets and businesses in North America.
Our vision is to acquire and rollup profitable Artificial Intelligence, Machine
Learning, Robotics, and digital assets across the United States of America.
There is no guarantee that we could successfully make any acquisition or rollup.
Our mission as stated above is only a guiding principle as we start our
acquisition. We have never made any big acquisition prior to this moment.
Although we have a theoretical picture of what our mission called for, none of
our staff have ever done it previously.
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Our principal business objective is to maximize stockholder returns through a
combination of (1) acquisition and rollup of profitable Artificial Intelligence,
Machine Learning, Robotics, and digital assets across the United States of
America (2) sustainable long-term growth in cash flows from increased profits,
which we hope to pass on to stockholders in the form of distributions, and (3)
potential long-term appreciation in the value of our businesses through process
optimization and financial engineering. However, because of COVID-19, we were
unable to obtain the financing necessary to make the acquisition of the
businesses we needed to acquire. There is no guarantee that we could be able to
acquire one or more in the future. In addition, there is no guarantee that
viable businesses would still be available to us to acquire in the future, or at
reasonable price.
Basis of Presentation
The audited financial statements for our fiscal years ended December 31, 2022
and 2021 include a summary of our significant accounting policies and should be
read in conjunction with the discussion below. In the opinion of management, all
material adjustments necessary to present fairly the results of operations for
such periods have been included in these audited financial statements. All such
adjustments are of a normal recurring nature.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiaries, in which the Company has a controlling voting interest and
entities consolidated under the variable interest entities ("VIE") provisions of
ASC 810, "Consolidation" ("ASC 810"). Inter-company balances and transactions
have been eliminated upon consolidation.
ASC 810 requires that the investor with the controlling financial interest
should consolidate the investee/affiliate. ASC 810-10 requires that an equity
interest investor consolidates a VIE when it retains an investment in the
entity, is considered a variable interest investor in the entity, and is the
primary beneficiary of the entity. An investor in a VIE is a "variable interest
beneficiary" when, per an arrangement's governing documents, the investor will
absorb a portion of the VIE's expected losses or will receive a portion of the
entity's "residual returns." The variable interest beneficiary retaining a
controlling financial interest in the VIE is designated as its "primary
beneficiary" and must consolidate the VIE. A variable interest beneficiary
retains a "controlling financial interest" in a VIE when that beneficiary
retains the power to direct the activities of the VIE that have the greatest
influence over the VIE's economic performance and retains an obligation to
absorb the VIE's significant losses or the right to receive benefits from the
VIE that could potentially be significant to the VIE.
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The consolidated financial statements of the Company therefore include the 12
months operating results of the all wholly owned subsidiaries of Alpharidge
Capital LLC. ("Alpharidge"), Community Economic Development Capital, LLC. ("CED
Capital"), and the balance sheet represent the financial position as at
12/31/2021 of the Company which excludes GiveMePower and its subsidiaries, but
Alpharidge Capital LLC and Others subsidiaries in which Kid Castle has a
controlling voting interest and entities consolidated under the variable
interest entities ("VIE") provisions of ASC 810, "Consolidation" ("ASC 810"),
after elimination of intercompany transactions and accounts.
Overview
Corporate History
On October 21, 2019, pursuant to a stock purchase agreement dated October 2,
2019, Cannabinoid Biosciences, Inc., a California corporation, purchased one (1)
million shares of its preferred shares (one preferred share is convertible 1,000
share of common stocks) of the Company, representing 97.82% of our total issued
and outstanding voting shares of common stock and preferred stock.
Simultaneously with the purchase, the officers and directors of the Company
resigned. Frank I Igwealor, Chairman and CEO, Secretary, Treasurer, and
Director; Patience C Ogbozor, Director; and Dr. Solomon SK Mbagwu, MD, Director,
were elected to replace them. Following the share sales to Cannabinoid
Biosciences, Inc., the purchaser converted 900,000 of the preferred shares for
900,000,000 shares of the Company's current outstanding shares of common stock.
Following the consummation of the October 21, 2019 transactions, the Company
decided to restart filing important information immediately. The Company used
the Form 10-12(g) to register its common stock with the SEC.
On September 15, 2020, Kid Castle Educational Corporation (the "Company")
entered into a stock purchase agreement with certain corporation related to our
President and CEO with respect to the private placement of 900,000 shares of its
preferred stock at a purchase price of $3 in cash and a transfer of 100%
interest in, and control of Community Economic Development Capital, LLC (a
California Limited Liability Company). The shares were issued to the investors
without registration under the Securities Act of 1933 based upon exemptions from
registration provided under Section 4(2) of the Act and Regulation D promulgated
thereunder. The issuances did not involve any public offering; no general
solicitation or general advertising was used in connection with the offering.
Community Economic Development Capital, is a specialty real estate holding
company for specialized assets including, affordable housing, opportunity zones
properties, medical real estate investments, related commercial facilities,
industrial and commercial real estate, and other real estate related services.
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Similarly, on September 16, 2020, as part of its purchase of unregistered
securities from certain corporation related to our President and CEO, the
Company, received $3.00 in cash and 1,000,000 shares of its preferred stock, and
in exchange transferred 100% interest in, and control of Community Economic
Development Capital, LLC ("CED Capital"), a California Limited Liability
Company, and 97% of the issued and outstanding shares of Cannabinoid
Biosciences, Inc. ("CBDX"), to GiveMePower Corporation, a Nevada corporation.
This transaction gave the Company 88% of the voting control of GiveMePower.
On April 21, 2021, the Company sold Cannabinoid Biosciences, Inc. ("CBDX"), a
California corporation, to Premier Information Management, Inc. for $1 in cash.
As further consideration pursuant to the stated sales, CBDX returned Kid Castle
Educational Inc., the parent Company of GMPW, the 100,000 shares of KDCE
preferred stock and 900,000,000 shares of KDCE common stock that CBDX bought in
October of 2019. Pursuant to the April 21, 2021 transaction, CBDX ceased from
being a subsidiary of GMPW, effective April 1, 2021.
On December 30, 2021, in exchange for its 87% control block in GiveMePower
Corporation, the Company received 100% stake in Alpharidge Capital LLC from
GiveMePower, in a cashless transaction, resulting in each public company going
its separate way and an independent company.
Strategy
As the subsidiary of Video River Networks, Inc. (NIHK), the Company's business
plan is to help NIHK to achieve its business plan. The Company therefore will
focus on rolling up Artificial Intelligence, Machine Learning, Robotics, and
digital assets and businesses in North America.
Our vision is to acquire and rollup profitable Artificial Intelligence, Machine
Learning, Robotics, and digital assets across the United States of America.
There is no guarantee that we could successfully make any acquisition or rollup.
Our mission as stated above is only a guiding principle as we start our
acquisition. We have never made any big acquisition prior to this moment.
Although we have a theoretical picture of what our mission called for, none of
our staff have ever done it previously.
39
Plan of Operations for the Next Twelve Months
Kid Castle will need approximately $1,500,000 to sustain operations for the next
12 months. Our plan is to achieve meaningful revenue from acquisitions of
profitable rollup of Artificial Intelligence, Machine Learning, Robotics, and
digital assets businesses that meet our operating needs. However, we may not be
able to increase our revenue sufficiently to meet these needs in time. It is
also unlikely that we will be able to generate $1,500,000 in net income to
satisfy all of our obligations and cover our operating cost for the next 12
months. Our ability to continue operations will be dependent upon the
successfully long-term or permanent capital in form of equity financing, the
support of creditors and shareholders, and, ultimately, the achievement of
profitable operations. There can be no assurances that we will be successful,
which would in turn significantly affect our ability to be successful in our new
business plan. If not, we will likely be required to reduce operations or
liquidate assets. We will continue to evaluate our projected expenditures
relative to our available cash and to seek additional means of financing in
order to satisfy our working capital and other cash requirements.
We intend to implement the following tasks within the next twelve months:
1. Month 1-3: Phase 1 (1-3 months in duration; $600,000 to $1 million in
estimated fund receipt)
a. Hire 2 business development manager and officer manager to implement our
business plan.
b. Acquire and consolidate stakes in the operations of at least two select Ai,
Machine Learning, Robotics, and digital assets and biopharma businesses.
2. Month 3-6 Phase 2 (1-3 months in duration; cost control, process improvements,
admin & management.).
a. Integrate acquired business into the Company's model - consolidate the
operations of the businesses including integration of their accounting and
finance systems, synchronization of their operating systems, and harmonization
of their human resources functions.
b. Complete and file quarterly reports and other required filings for the quarter
3. Month 6-9: Phase 3 (1-3 months in duration; $600,000 to $900,000 in estimated
fund receipt)
a. Identify and acquire complementary/similar businesses or assets in the target
market
4. Month 9-12: Phase 4 (1-3 months duration; use acquired businesses' free cash
flow for more acquisitions)
a. Run the businesses efficiently, giving employees a conducive and friendly
workplace and add value to investors and shareholders by identifying and
reducing excesses and also identifying and executing growth strategies
b. Acquire more businesses that are below their book-value or undervalued
businesses, restructure the businesses, and sell the businesses for profit or
hold them for cash flow.
5. Operating expenses during the twelve months would be as follows:
a. For the six months through July 28, 2022, we anticipate to incur general and
other operating expenses of $388,000.
b. For the six months through February 27, 2023 we anticipate to incur additional
general and other operating expenses of $378,000.
40
The execution of our current plan of operations requires us to raise significant
additional capital immediately. If we are successful in raising capital through
the sale of shares or borrowing, we believe that the Company will have
sufficient cash resources to fund its plan of operations for the next twelve
months.
If we are unable to do so, our ability to continue as a going concern will be in
jeopardy, likely causing us to curtail and possibly cease operations.
We continually evaluate our plan of operations discussed above to determine the
manner in which we can most effectively utilize our limited cash resources. The
timing of completion of any aspect of our plan of operations is highly dependent
upon the availability of cash to implement that aspect of the plan and other
factors beyond our control. There is no assurance that we will successfully
obtain the required capital or revenues, or, if obtained, that the amounts will
be sufficient to fund our ongoing operations. The inability to secure additional
capital would have a material adverse effect on us, including the possibility
that we would have to sell or forego a portion or all of our assets or cease
operations. If we discontinue our operations, we will not have sufficient funds
to pay any amounts to our stockholders.
Even if we raise additional capital in the near future, if our current business
plan is not successfully executed, our ability to fund our biopharmaceutical
research and development, or our financial product deployment and services
efforts would likely be seriously impaired. The ability of a biopharmaceutical
research and development business and continuing operations is conditioned upon
moving the development of products and services toward commercialization. If in
the future we are not able to demonstrate adequate progress in the development
and commercialization of our product, we will not be able to raise the capital
we need to continue our business operations and business activities, and we will
likely not have sufficient liquidity or cash resources to continue operating.
Because our working capital requirements depend upon numerous factors there can
be no assurance that our current cash resources will be sufficient to fund our
operations. At present, we have no committed external sources of capital, and do
not expect any significant product revenues for the foreseeable future. Thus, we
will require immediate additional financing to fund future operations. There can
be no assurance, however, that we will be able to obtain funds on acceptable
terms, if at all.
MERGERS AND ACQUISITION
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiaries, in which the Company has a controlling voting interest and
entities consolidated under the variable interest entities ("VIE") provisions of
ASC 810, "Consolidation" ("ASC 810"). Inter-company balances and transactions
have been eliminated upon consolidation.
We used the acquisition method of accounting (also known as business combination
accounting) for acquisition of subsidiaries by the Group method to account for
the purchase of businesses. The cost of the acquisition was measured as the fair
value of the assets given, equity instruments issued and liabilities incurred or
assumed at the date of exchange.
41
Critical Accounting Policies, Estimates and New Accounting Pronouncements
Management's discussion and analysis of its financial condition and plan of
operations is based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires that we make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. At each balance sheet date, management evaluates its estimates. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances. Actual results may
differ from these estimates under different assumptions or conditions. The
estimates and critical accounting policies that are most important in fully
understanding and evaluating our financial condition and results of operations
include those stated in our financial statements and those listed below:
Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the accompanying financial
statements, we had limited/insignificant cash flows from operations for the
twelve months ended December 31, 2022 and 2021. These conditions raise
substantial doubt as to our ability to continue as a going concern. The
financial statements do not include any adjustments that might be necessary if
we are unable to continue as a going concern. Management intends to finance
these deficits by making additional shareholder notes and seeking additional
outside financing through either debt or sales of its Common Stock.
Recently Adopted Accounting Standards
Leases
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU
requires lessees to recognize a lease liability, on a discounted basis, and a
right-of-use asset for substantially all leases, as well as additional
disclosures regarding leasing arrangements. In July 2018, the FASB issued ASU
2018-11, Leases (Topic 842), which provides an optional transition method of
applying the new lease standard.
In considering its qualitative disclosure obligations under ASC 842-20-50-3, the
Company determined that it has no leases subject to treatment under ASC
842-20-50-3.
The adoption of this guidance resulted in no significant impact to our results
of operations or cash flows.
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Revenue Recognition
For annual reporting periods after December 15, 2017, the Financial Accounting
Standards Board ("FASB") made effective ASU 2014-09 "Revenue from Contracts with
Customers" to supersede previous revenue recognition guidance under current U.S.
GAAP. Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue
Recognition. The guidance presents a single five-step model for comprehensive
revenue recognition that requires an entity to recognize revenue to depict the
transfer of promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled in exchange for
those goods or services. Two options are available for implementation of the
standard which is either the retrospective approach or cumulative effect
adjustment approach. The guidance became effective for annual reporting periods
beginning after December 15, 2017, including interim periods within that
reporting period, with early adoption permitted. As we have no operations at
this time that generate revenue, we determined that upon adoption of ASC 606
there were no adjustments converting from ASC 605 to ASC 606.
Entrepreneurship Development Initiative Revenue:
Alpharidge Capital LLC, an operating subsidiary of the Company operates an
Entrepreneurship Development Initiative through which it acquires abandoned
shell companies that are listed on the OTC expert market with the goal of
cleaning them up and deploying them into the capital markets for possible
merger/acquisition to small businesses that are looking for vehicles to help
boost their businesses and create jobs for their family and friends.
Alpharidge's process flows as follows: (1) The acquisition of control of
abandoned shell/pubco through cash-purchase of custodianship process. All
shells/pubcos acquired are held in the name of Alpharidge or one of its
affiliates; (2) Alpharidge cleanse and revives the shell/pubcos; (3) Alpharidge
issues control-block-shares of the pubco to CED Capital an affiliate company, to
hold in trust for Alpharidge. (4) CED sells the control-block-shares of the
pubco to buyers in exchange for cash or notes. The cash component goes to
Alpharidge immediately, while the note is simultaneously assigned to Alpharidge;
and (5) Alpharidge releases control of the pubco to the new buyer and recognize
the revenue from the sale done on its behalf by CED Capital. As at December 31,
2022 the Company recognized $4,850,408 in Entrepreneurship Development
Initiative Revenue consisting of $4,655,033 from shell/pubco sales and $195,376
from accrued interest.
Income Taxes
We recognize deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns in accordance with applicable accounting guidance for accounting for
income taxes, using currently enacted tax rates in effect for the year in which
the differences are expected to reverse. We record a valuation allowance when
necessary to reduce deferred tax assets to the amount expected to be realized.
For the year ended December 31, 2022and December 31, 2020, we had no liabilities
related to federal or state income taxes and the carrying value of our deferred
tax asset was zero.
Loss Contingencies
Consistent with ASC 450-20-50-1C, if the Company determines that there is a
reasonable possibility that a material loss may have been incurred, or is
reasonably estimable, regardless of whether the Company accrued for such a loss
(or any portion of that loss), the Company will confer with its legal counsel,
consistent with ASC 450. If the material loss is determinable or reasonably
estimable, the Company will record it in its accounts and as a liability on the
balance sheet. If the Company determines that such an estimate cannot be made,
the Company's policy is to disclose a demonstration of its attempt to estimate
the loss or range of losses before concluding that an estimate cannot be made,
and to disclose it in the notes to the financial statements under Contingent
Liabilities.
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Net Income (Loss) Per Common Share
We report net income (loss) per common share in accordance with ASC 260,
"Earnings per Share." This statement requires dual presentation of basic and
diluted earnings with a reconciliation of the numerator and denominator of the
earnings per share computations. Basic net income (loss) per share is computed
by dividing net income attributable to common stockholders by the weighted
average number of shares of common stock outstanding during the period and
excludes the effects of any potentially dilutive securities. Diluted net income
(loss) per share gives effect to any dilutive potential common stock outstanding
during the period. The computation does not assume conversion, exercise or
contingent exercise of securities that would have an anti-dilutive effect on
earnings.
Related Party Transactions
We follow ASC subtopic 850-10, "Related Party Transactions," for the
identification of related parties and disclosure of related party transactions.
Pursuant to ASC 850-10-20, related parties include: a) affiliates of the
Company; b) entities for which investments in their equity securities would be
required, absent the election of the fair value option under the Fair Value
Option Subsection of Section 825-10-15, to be accounted for by the equity method
by the investing entity; c) trusts for the benefit of employees, such as pension
and profit-sharing trusts that are managed by or under the trusteeship of
management; d) principal owners of the Company; e) management of the Company; f)
other parties with which the Company may deal if one party controls or can
significantly influence the management or operating policies of the other to an
extent that one of the transacting parties might be prevented from fully
pursuing its own separate interests; and g) other parties that can significantly
influence the management or operating policies of the transacting parties or
that have an ownership interest in one of the transacting parties and can
significantly influence the other to an extent that one or more of the
transacting parties might be prevented from fully pursuing its own separate
interests.
Material related party transactions are required to be disclosed in the
financial statements, other than compensation arrangements, expense allowances,
and other similar items in the ordinary course of business. However, disclosure
of transactions that are eliminated in the preparation of or combined financial
statements is not required in those statements. The disclosures shall include:
a) the nature of the relationship(s) involved; b) a description of the
transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which statements of operation are
presented, and such other information deemed necessary to an understanding of
the effects of the transactions on the financial statements; c) the dollar
amounts of transactions for each of the periods for which statements of
operations are presented and the effects of any change in the method of
establishing the terms from that used in the preceding period; and d) amounts
due from or to related parties as of the date of each balance sheet presented
and, if not otherwise apparent, the terms and manner of settlement.
44
Revenue, Assets and Liabilities of Consolidated Subsidiary and Financial
Statement Relationship
Kid Castle Educational Corporation. is 81.755% owned and controlled by Video
River Networks, Inc. Because of the consolidated subsidiary relationship between
these two companies, the singular Revenue, Assets and Liabilities recognized and
disclosed on the financial statements of Kid Castle Educational Corporation are
also recognized and disclosed on the financial statements of Video River
Networks, Inc. pursuant to ASC 810.
Results of Operations
Comparison of Fiscal Years 2022 and 2021
Our financial statements are prepared using accounting principles generally
accepted in the United States of America applicable to a going concern, which
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business.
Revenues - The Company recorded $3,866,539 in revenue for the fiscal year ended
December 2022 as compared to $7,477,882 revenue for the fiscal year ended
December 2021.
Operating Expenses - Our general and administrative expenses were $1,734,148 for
the twelve months ended December 31, 2022, versus $309,963 for the same period
in 2021.
Net Income - The Company recorded net income of $767,976 for the fiscal year
ended December 2022 as compared to a net income of $2,206,953 for the fiscal
year ended December 2021.
Accumulated Deficit - As at December 31, 2022, we have accumulated deficit of
$4,643,217 compared to accumulated deficit of $5,409,541as at December 31, 2021.
Liquidity and Capital Resources
Cash and Cash Equivalent - As at December 31, 2022, we had $64,434 cash on hand
compared to$601,042 as at December 31, 2021.
Other Current Assets - Inventory and Receivables - As at December 31, 2022, we
had $143,198 in account other current assets compared to $446,050 as at December
31, 2021.
Related parties liabilities - As at December 31, 2022, we had $419,979 balance
from advances from related compared to $588,859 as at December 31, 2021.
45
We anticipate that our cash position is sufficient to fund current operations.
We believe that our capital resources, including cash on hand, cash generated
from operations, and available capacity on our credit facility, will provide us
with sufficient liquidity to meet our strategic objectives, maintain current
operations and execute the capital program for the next 12 months and beyond,
given current oil price trends and production levels. In accordance with our
investment policy, available cash balances are held in our primary cash
management banks or tradable securities for short-term liquidity. We believe
that our current financial position provides us the flexibility to respond to
both internal growth opportunities and those available through acquisitions.
Since 2019, all of our operations have been financed through advances from a
company controlled by our president and CEO. As of December 31, 2022, the
company controlled by our president and CEO has loaned $419,979 to us, pursuant
to a Line of Credit Agreements to advance or loan any additional funds to us in
the future. We have not yet achieved significant profitability. We expect that
our general and administrative expenses will continue to increase and, as a
result, we will need to generate significant revenues to achieve significant
profitability. We may never achieve significant profitability. Future financing
of our operation depends largely on our controlling shareholder, Mr. Igwealor,
advancing most or all of our operating budget.
We will now be obligated to file annual, quarterly and current reports with the
SEC pursuant to the Exchange Act. In addition, the Sarbanes-Oxley Act of 2002
("Sarbanes-Oxley") and the rules subsequently implemented by the SEC and the
Public Company Accounting Oversight Board have imposed various requirements on
public companies, including requiring changes in corporate governance practices.
We expect these rules and regulations to increase our legal and financial
compliance costs and to make some activities of ours more time- consuming and
costly. In order to meet the needs to comply with the requirements of the
Securities Exchange Act, we will need investment of capital.
Off-Balance Sheet Arrangements
As of December 31, 2022, we did not engage in any off-balance sheet arrangements
as defined in Item 303(a)(4) of Regulation S-K promulgated by the SEC under the
Securities Exchange Act of 1934.
Contractual Obligations
Not applicable.
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