This report contains certain forward-looking statements that involve risks and uncertainties. We use words such as "anticipate," "believe," "expect," "future," "intend," "plan," and similar expressions to identify forward-looking statements. These statements are only predictions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements.





Overview

The Company conducts business primarily through its wholly owned subsidiary Sinoforte Ltd., a Hong Kong corporation.

Prior to August 2011, the Company operated primarily as a merchant, buying and selling various type and grades of graphite, such as medium- and high-carbon graphite, high-purity graphite, micro-powder graphite and expandable graphite. As a merchant, the Company acted as a reseller. It purchased graphite products in bulk, primarily from graphite producers, and resold them, either in bulk or in smaller quantities (in either case, without further processing), to various small and mid-sized customers.

In August 2011, the Company started to engage in a business of e-commerce platform. Currently the Company is in the process of developing a website, "Makeliving.com" ("Makeliving"), which provides an e-commerce platform, where registered members can exchange goods and services.

Makeliving will act both as a platform and as a conduit between those (individuals or companies) who desire to acquire goods and services and those (individuals or companies) who desire to offer goods and services. Makeliving plans to charge a certain percentage fee for the transactions. However, no revenues have been generated. The website is now temporarily under maintenance. At the same time, the Company is considering new business models.

On January 23, 2018, the Company entered into an agreement with Cityhill Limited, a wholly owned subsidiary of South Sea Petroleum Holdings Limited, a Hong Kong listed public company, pursuant to which parties agreed to establish a joint venture (the "Joint Venture"). Each party owns 50% equity interest in the Joint Venture respectively.

The Joint Venture, with the support of blockchain technology, is to provide global trading service of physical gold for global customers. The parties contribute their respective experiences in blockchain technology and marketing. The Company will assist the Joint Venture in exploring the North America and Europe markets, while Cityhill will focus on the Asian markets.

In September 2021, the Company completed the acquisition of 98.75% shares of Macao E-Media Development Company Limited ("MED"). As consideration for the MED shares, the Company agreed to issue the sellers, or its assigns, in a total of 131,337,500 shares of the Company's restricted common stock, par value $0.01 per share, at a consideration of $0.50 per share, in the aggregate consideration of $65,668,750. As a result of this acquisition, MED becomes a 98.75% owned subsidiary of the Company. MED was founded at Macau in 2011. Its main area of business includes food and grocery order-pickup-delivery services from local restaurants, supermarkets and hotels. For the year ended December 31, 2021, MED generated approximately $10 million of revenue.

MED has four subsidiaries, each of which is in charge of respective area such as Development & Maintenance, Marketing & Operation, Logistics & Delivery, Payment & Clearance, Emerging Market Business Development.

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Results of Operations

For the Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021





Sales

For the three months ended September 30, 2022, the Company generated sales of $11,249,720 compared to $Nil for the same period of 2021. The new generated sales were entirely from the newly acquired 98.75% owned subsidiary, MED.







Costs of Goods Sold

For the three months ended September 30, 2022, the Company generated cost of goods sold for $7,637,524 compared to $Nil for the same period of 2021. Currently the Company is attributable to delivery rider costs and purchase of inventory.





Operating expenses

For the three months ended September 30, 2022 and 2021, the Company's selling, general and administrative expenses were $4,152,071 compared to $96,489 for the same period of the previous year. The increase is primarily the result of new operation generated from Macao's and Zhuhai's subsidiaries.





Other Income (Expense)

For the three months ended September 30, 2022, the Company had $9,730 of interest expense relating to bank loan interest payable, as compared to $1,446 of interest expense for the same period last year.





Net Loss

For the three months ended September 30, 2022, the Company had a net loss of $577,639, or $(0.002) per share, as compared to a net loss of $98,181, or $(0.001) per share, for the same period of 2021.

For the Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021





Sales

For the nine months ended September 30, 2022, the Company generated sales of $33,070,741 compared to $Nil for the same period of 2021. The new generated sales were entirely from the newly acquired 98.75% owned subsidiary, MED.





Costs of Goods Sold

For the nine months ended September 30, 2022, the Company generated cost of goods sold for $23,873,771 compared to $Nil for the same period of 2021. Currently the Company is attributable to delivery rider costs and purchase of inventory.





Operating expenses

For the nine months ended September 30, 2022 and 2021, the Company's selling, general and administrative expenses were $12,149,149 compared to $202,695 for the same period of the previous year. The increase is primarily the result of new operation generated from Macao's and Zhuhai's subsidiaries.





Other Income (Expense)

For the nine months ended September 30, 2022, the Company had $28,836 of interest expense relating to bank loan interest payable, as compared to $7,294 of interest expense for the same period last year.





Net Loss

For the nine months ended September 30, 2022, the Company had a net loss of $3,140,473, or $(0.012) per share, as compared to a net loss of $210,725, or $(0.002) per share, for the same period of 2021.

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Liquidity and Capital Resources

As of September 30, 2022, the Company had cash and cash equivalents of $2,895,560 and a working capital deficit of $5,072,970. For the nine months ended September 30, 2022, the Company used net cash of $2,899,909 from its operating activities primarily from our net loss of $3,140,473, adjusted net with depreciation and amortization of $159,268, a loss of disposal of equipment of $8,020, a increase in account receivables of $65,083, an decrease in inventories of $105,902, a decrease in prepaid expenses of $89,931, a decrease in deposits of $204,059, an increase in other receivables of $436,519, an decrease in accrued expense of $33,086, an increase in deposit received of $641,850, a decrease in other payables of $536,098, an increase in account payable of $102,320. By comparison, net cash used in operating activities was $2,372,841 for the same period of 2021.

During the nine months ended September 30, 2022, the Company provided net cash of $276,142 from its investing activities which comprised with purchase of equipment of $41,561, purchase of intangible assets of $63,743, advances to related company of $61,274, repayment from shareholder of $442,720. By comparison, net cash provided by investing activities was $4,475,322 for the same period of 2021.

During the nine months ended September 30, 2022, the Company's financing activities provided net cash of $415,074, which comprised of repayment of bank loans of $203,363 and addition borrowings of $618,437. By comparison, net cash provided by financing activities was $3,054,017 for the same period of 2021.

Until we are able to generate sufficient liquidity from operations, we intend to continue to fund operations from cash on-hand, and through private debt or equity placements of our securities. Our continued operations will depend on whether we are able to generate sufficient liquidity from operations and/or raise additional capital through such sources as equity and debt financings, collaborative and licensing agreements and strategic alliances. There can be no assurance that additional capital will become available or, if it does, that it will become available on acceptable terms, or that any additional capital we may obtain will be sufficient to meet our long-term needs. We currently have no commitments for any additional capital, both internally and externally.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.





Contractual Obligations

We lease our office space, approximately 250 square feet, in Jersey City, New Jersey, on a month-by-month basis. For the six-month ended June 30, 2020, the rent was $650 per month. We also have an office in Hong Kong, which is leased on a term of two years ending in January 2022. The space is approximately 770 square feet, and the rent is approximately $4,393 per month. With the acquisition with MED, the Company has the office in Macao and Zhuhai, which are leased on terms of two to three years from 2020 to 2024. The rent is approximately $44,724 per month.

Critical Accounting Policies

In preparing the consolidated financial statements, we follow accounting principles generally accepted in the United States ("GAAP"). GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. We re-evaluate our estimates on an on-going basis. Our estimates are based 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 and conditions.

We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. Our significant accounting policies are summarized in Note 1 to our consolidated financial statements.

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