Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.





6







Overview

As of March 31, 2021 we were still a shell company and had not yet begun operations. We have no source of revenue and need additional cash resources to maintain the operations. Our ability to continue as a going concern is dependent on our ability to raise additional capital or obtain necessary debt financing. We are presently dependent on our Chief Executive Officer, Mr. Kingrich Lee to either provide us funding for its daily operation and expenses, including professional fee and fees charged by regulators, although he is under no obligation to do so, or to spearhead financing efforts with third parties.

The Company requires additional funds to continue operations and there is no assurance that we will be successful in completing any financings in the future and/or on terms that will be acceptable. Our priority, should we receive such additional funds, is to pay our legal, accounting and other fees associated with our Company and our filing obligations under United States federal securities laws, as well as to pay our other accounts payable generated in the ordinary course of our business.

Once these costs are accounted for, we will focus on the following activities:





  ? Continue to work to establish a management team to work on establishing
    pharmaceutical operations in the Boston area.
  ? Continue intellectual property registration work for drug candidates.
  ? Engage a Chief Medical Officer (CMO) or equivalent to prepare for pre-IND
    meetings, technical preparation, and preclinical preparation of potential drug
    development candidates.

Any failure to raise money will have the effect of delaying the timeframes in the business plan as set forth above, and we may have to push back the dates of such activities.





Going Concern

As of March 31, 2021, we were a shell company and had not yet begun operations. We have no source of revenue and need additional cash resources to maintain the operations. Our ability to continue as a going concern is dependent on our ability to raise additional capital or obtain necessary debt financing. We are presently dependent on our Chief Executive Officer, Mr. Kingrich Lee, to either provide us funding for our daily operation and expenses, including professional fee and fees charged by regulators, although he is under no obligation to do so, or to spearhead financing efforts with third parties.

As of March 31, 2021 we had current assets of $46,681, liabilities totaling $490,949, had incurred losses since inception of $3,663,786, and had not yet received any revenue from sales of products or services. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital or obtain necessary debt financing. We are presently dependent on our controlling shareholder to provide us funding for our daily operation and expenses, including professional fee and fees charged by regulators, although he is under no obligation to do so.

Any failure to raise additional funds will have the effect of delaying the timeframes as described in our business plan as set forth above and elsewhere in this Annual Report on Form 10-K, and we may have to push back the dates or modify the scope of such planned activities.

In March 2020, the World Health Organization declared the global novel coronavirus disease 2019 (COVID-19) outbreak a pandemic. As we were still a shell company on March 31, 2021, our operations have not been significantly impacted financially by the COVID-19 outbreak other than to delay our plans to develop the business and raise required funds. We cannot at this time predict the specific extent, duration, or full impact that the COVID-19 outbreak will have on our financial condition and ability to raise additional capital to finance future planned operations.

Management has been taking steps to improve the financial position of the Company. In January 2021, we sold 300,000 shares of our common stock at $0.40 per share for gross proceeds of $120,000. In February 2021, $1,200,000 of Company debt that was owed to Mr. Kingrich Lee was converted into 3,000,000 shares of our common stock at a conversion price of $0.40 per share. Subsequent to year end, in April 2021, the Company sold 300,000 shares of its common stock at a purchase price of $0.40 per share for total gross proceeds of $120,000. In May 2021, the Company sold 187,500 shares of its common stock at a purchase price of $0.40 per share for total gross proceeds of $75,000.





7

Results of Operations for the Years Ended March 31, 2021 and March 31, 2020

General and Administrative Expenses

As we were a shell company without operations during the years ended March 31, 2021 and 2020, our expenses were primarily general and administrative related. We recognized general and administrative expenses for the years ended March 31, 2021 and 2020 of $434,977 and $536,432, respectively.

Our operating expenses for the year ended March 31, 2021 consisted primarily of officer compensation of $253,116, professional fees of $170,294, and rent and office operating expenses of $7,915. Our operating expenses for the year ended March 31, 2020 consisted primarily of officer compensation of $286,547, professional fees of $185,393, travel expenses of $37,849, a reserve for potential tax penalties and fees of $13,398, and rent and office operating expenses of $12,034. Overall operating expenses decreased during the year ended March 31, 2021 from the comparable prior year primarily due to the decrease in professional fees as we delayed our annual audit and quarterly reviews along with certain other professional services and the decrease in officer benefits. Also, due to COVID-19, there was no business travel during the year ended March 31, 2021.





Other Expense

Our other expense for the year ended March 31, 2021 consisted primarily of interest expense of $1,036 related to a note payable entered into in April 2020. There was no other income or expense during the year ended March 31, 2020.





Net Loss

We incurred a net loss of $436,013 for the year ended March 31, 2021, as compared with a net loss of $536,432 for the year ended March 31, 2020.

Capital Resources and Liquidity

As of March 31, 2021, we had $46,681 in current assets, consisting of $2,044 in cash and $44,637 in prepaid expense, and current liabilities in the amount of $490,949, consisting of other payable and accrued liabilities of $147,577, accrued officer compensation of $292,500, a loan payable and related accrued interest totaling $16,007, and $34,865 due to an officer. We had a working capital deficit of $442,268 as of March 31, 2021.

The table below sets forth selected cash flow data for the periods presented:





                                                   Year Ended
                                                    March 31
                                               2021           2020

Net cash used in operating activities $ (197,975 ) $ (318,210 ) Net cash provided by investing activities

            -              -

Net cash provided by financing activities 199,975 292,500 Net increase (decrease) in cash

$    2,000     $  (25,710 )

Our negative operating cash flows were mainly a result of operating expenses (See Result of Operations).

Our positive financing cash flows were a result of proceeds from officer loans of $64,975, the sale of $120,000 of common stock, and a note payable during the year ended March 31, 2021 and proceeds from officer loans of $292,500 during the year ended March 31, 2020.





8

On November 1, 2018, we entered into a one-year employment agreement with Mr. Kingrich Lee to continue his employment as our Chief Executive Officer and on a year-to-year basis thereafter unless terminated by either party on not less than thirty (30) days' notice prior to the expiration of the one-year extension anniversary. His current agreement is through October 31, 2021. His salary is $180,000 a year. Additionally, he shall be entitled to an education allowance for his children who are attending full-time local education from kindergarten to senior secondary levels in any type of school and a housing allowance of $3,000 a month. Upon termination of Mr. Lee's employment, except for termination for cause or termination by Mr. Lee, he shall be entitled to a payment equal to two (2) months' salary ($30,000 at March 31, 2021) and shall also be eligible to retain his other benefits for a period of six (6) months.

We have insufficient cash to operate our business at the current level for the next 12 months from the issuance date of this report and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months from the issuance date of this report is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sale of stock or the advancement of loans of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our management's discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts and experience. The effects of material revisions in estimates, if any, will be reflected in the financial statements prospectively from the date of change in estimates.

While our significant accounting policies are described in more detail in the notes to our financial statements appearing elsewhere in this Annual Report on Form 10-K, we believe the following accounting policies used in the preparation of our financial statements require the most significant judgments and estimates.





Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.





Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

See Note 2 to our financial statements included herewith.

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