This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as "anticipate," "expect," "intend," "plan," "believe," "foresee," "estimate" and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.





Results for the year ended December 31, 2022, compared to the year ended
December 31, 2021



                             December 31,       December 31,
                                 2022               2021
Working Capital                   $                  $
Cash                                16,357                  -
Current Assets                     833,262            787,401
Current Liabilities                 94,970             60,672
Working Capital (Deficit)          738,292            726,729




                                                 December 31,       December 31,
                                                     2022               2021
Cash Flows                                            $                  $
Cash Flows used in Operating Activities               (264,071 )          (33,203 )
Cash Flows provided by Financing Activities            306,427             30,937
Net (Decrease) increase in Cash During Period           16,357             (2,266 )




Operating Revenues


The Company had revenues of $62,340 and $62,340 for the years ended December 31, 2021 and 2022, respectively. Our revenues in 2022 were stable and consisted of interest in the amount of $56,340 from Colorado National Health Centers plus $6,000 from our CEO DaMu Lin.. The Company is the sole note holder. (See Note 6 of the Audited Financial Statements). Currently, we have not generated any revenues from our planned mine hosting operations.

General and Administrative Expenses

General and administrative expenses consisted primarily of consulting fees, professional fees, and legal and accounting expenses. For the year ended December 31, 2022, general and administrative expenses were $1,216,676, which included $998,408 of non-cash consulting fees, $37,979 legal and filing fees, $20,039 rent and $133,049 of miscellaneous costs compared to a total of $67,886 for the year ended 2021.

The increase in operating expenses from 2021 to 2022 was due to our reporting requirements as well as expanding business operations.





Other Income (Expense)


The Company had other income (expense) for the years ended December 31, 2022 and 2021 of $0 and $0, respectively.






         22

  Table of Contents




Net Income (loss)


The net income (loss) for the year ended December 31, 2022, was $(1,154,336) compared to $(5,546) for the year ended December 31, 2021. The increase in loss in 2022 was mainly because we had an increase of $107,783 in general and administrative expenses, and $996,908 in consulting expenses.

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing of funds.

At December 31, 2022, the Company had total current assets of $833,262. Current assets consisted primarily of $120,036 loan receivable - related party and a $670,870 loan receivable which included accrued interest of $211,370. At December 31, 2022, the Company had total current liabilities of $94,970 compared to $60,672, at December 31, 2021. December 31, 2022 current liabilities consisted primarily of accounts payable for current services provided.

We had working capital of $738,292 as of December 31, 2022.

Cash flow from Operating Activities

During the year ended December 31, 2022, cash used in operating activities was $(264,071) compared to $(33,203) for the same period ended December 31, 2021. The increase in the amounts of cash used in operating activities was due to the increase in accounts payable by $46,205 compared to an increase of $1,683 and the increase in common stock issuances for services to $906,400 from $0 for the years ended December 31, 2022 and 2021, respectively.

Cash flow from Financing Activities

For the year ended December 31, 2022, cash provided by financing activities was $306,427 compared to $30,937 provided during the year ended December 31, 2021. The increase in cash flow from financing activities is due to the sale of $259,500 worth of common stock, and a $58,835 reduction of loan receivable for the year ended December 31, 2022.





Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive business activities. For these reasons, we have included in our audited financial statements that there is substantial doubt that we will be able to continue as a going concern without further financing.

The Company is a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the Company had an accumulated deficit at December 31, 2022, of $3,030,070 and stockholder's equity of $738,292. These factors among others raise substantial doubt about the Company's ability to continue as a going concern.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs for the next fiscal year and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. As of December 31, 2022, the Company has a net loss of $1,154,336, which included a non-cash expense of $998,408, and if the Company is unable to obtain adequate capital, it could be forced to cease operations.

During the year ended December 31, 2022, Company has net cash used in operating activities of $(264,071) as well as stock compensation non-cash expenses of $906,400 and a net loss of $1,154,336. The Company raised $259,500 from financing activities in the year ended December 31, 2022, which resulted in a working capital of $738,292 as of December 31, 2022. If the Company is unable to raise additional adequate capital, it could be forced to cease operations.






         23

  Table of Contents




Future Financings.


We will continue to rely on equity sales of the Company's common shares in order to continue to fund business operations. Issuance of additional shares will result in dilution to existing shareholders. There is no assurance that the Company will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our business plan of building and operating a crypto mine hosting service.

Since inception, we have financed our cash flow requirements through issuance of common stock and loans from third parties. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of revenues. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the future we will need to generate sufficient revenues from sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

We anticipate that we will incur operating losses in the next twelve months. Our minimal operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth.

To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our products, business model and website, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the current accounting for leases and while retaining two distinct types of leases, finance and operating, (1) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (2) eliminates most real estate specific lease provisions, and (3) aligns many of the underlying lessor model principles with those in the new revenue standard. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. For public companies, the new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2018. For all other entities, including emerging growth companies, this standard is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 2020. Earlier application is permitted. The Company evaluated the impact on the financial statements and implemented the provisions of ASU 2016-02 for the annual financial statements for the year ended June 30, 2019.

In December 2019, the FASB issued ASU No. 2019-12, simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its consolidated financial statements.






         24

  Table of Contents



The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC, and they did not or are not believed by management to have a material impact on the Company's present or future financial statements.

The Company has implemented all the new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

© Edgar Online, source Glimpses