The following discussion and analysis should be read in conjunction with our audited financial statements and the notes to those financial statements that are included elsewhere in this Annual Report on Form 10-K. Our discussion may include forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the "Risk Factors," "Special Note Regarding Forward-Looking Statements" and "Business" sections and elsewhere in this annual report. We may use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," "predict," and similar expressions to identify forward-looking statements. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bound of our knowledge of our business, our actual results could differ materially from those discussed in these statements. Factors that could contribute to such differences include, but are not limited to, those discussed in the "Risk Factors" section of this Annual Report. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this annual report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations, and prospects.





Overview


The Company changed ownership on August 29, 2018 and began operations through its Singapore Subsidiary on or about June 25, 2019. The Company is currently principally engaged in the provision of business training and entrepreneurship education in the Chinese language to owners of business start-ups, aspiring entrepreneurs and small and medium enterprises business owners. We organize and conduct Chinese language courses based either on third party programs or our own programs in the China, Malaysia, Singapore, Taiwan and Hong Kong.

Recent Development

In December 2019, the outbreak of COVID-19 caused by a novel strain of the coronavirus has become widespread in China and in the rest of the world. The virus has since spread to more than 150 countries and on March 11, 2020, the World Health Organization declared the outbreak a pandemic.

The ultimate impact of the COVID-19 pandemic on the Company's operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.

Government measures taken to date will impact the Company's business for the fiscal year which began on October 1, 2021 and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company's business and the duration for which it may have an impact cannot be determined at this time.





Critical Accounting Policies


Our discussion and analysis of our financial condition and results of operations are based on our consolidated 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 estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We evaluate, on an on-going basis, our estimates for reasonableness as changes occur in our business environment. We base our estimates on experience, the use of independent third-party specialists and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments, estimates and uncertainties, and potentially result in materially different results under different assumptions and conditions. We believe the following are our critical accounting policies:





                                       9





Basis of Presentation


Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.





Going Concern


As shown in the accompanying financial statements, we have incurred a net loss of $60,961 during the fiscal year ended September 30, 2021 and accumulated losses of $253,273 since inception at June 11, 1998. The Company's current assets exceed its current liabilities by $18,894 at September 30, 2021. The ability of the Company to continue as a going concern is dependent upon the success of raising additional capital through the issuance of common stock and the ability to generate sufficient operating revenue. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.





New Accounting Standards


In July 2018, the FASB issued ASU 2018-10, "Codification Improvements to Topic 842, Leases". The amendments in ASU 2018-10 affect narrow aspects of the guidance issued in the amendments in ASU 2016-02 including those regarding residual value guarantees, rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase option, variable lease payments that depend on an index or a rate, investment tax credits, lease term and purchase option, transition guidance for amounts previously recognized in business combinations, certain transition adjustments, transition guidance for leases previously classified as capital leases under Topic 840, transition guidance for modifications to leases previously classified as direct financing or sales-type leases under Topic 840, transition guidance for sale and leaseback transactions, impairment of net investment in the lease, unguaranteed residual asset, effect of initial direct costs on rate implicit in the lease, and failed sale and leaseback transactions. In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842): Targeted Improvements". The amendments in ASU 2018-11 affect the guidance issued in ASU 2016-02, "Leases (Topic 842)", which is not yet effective. The amendments provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The amendments also provide lessors with a practical expedient to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component in certain circumstances. In December 2018, the FASB issued ASU 2018-20, "Leases (Topic 842) - Narrow-Scope Improvements for Lessors." ASU 2018-20 allow lessors to make an accounting policy election not to evaluate whether sales taxes and similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction are the primary obligation of the lessor as owner of the underlying leased asset. The amendments also require a lessor to exclude lessor costs paid directly by a lessee to third parties on the lessor's behalf from variable payments and include lessor costs that are paid by the lessor and reimbursed by the lessee in the measurement of variable lease revenue and the associated expense. In addition, the amendments clarify that when lessors allocate variable payments to lease and non-lease components, they are required to follow the recognition guidance in the new lease standard for the lease component and other applicable guidance, such as the new revenue standard, for the non-lease component. For entities that early adopted Topic 842, the amendments are effective upon issuance of ASU 2018-10, AUS 2018-11and ASU 2018-20, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842.

In January 2017, the FASB issued ASU 2017-03, "Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323)". This pronouncement amends the SEC's reporting requirements for public filers regarding new accounting pronouncements or existing pronouncements that have not yet been adopted. Companies are to provide qualitative disclosures if they have not yet implemented an accounting standards update. Companies should disclose if they are unable to estimate the impact of a specific pronouncement, and provide disclosures including a description of the effect on accounting policies that the registrant expects to apply. These provisions apply to all pronouncements that have not yet been implemented by registrants. There are additional provisions that relate to corrections to several other prior FASB pronouncements. The Company has incorporated language into other recently issued accounting pronouncement notes, where relevant for the corrections in FASB ASU 2017-03. The Company has implemented the updated SEC requirements on not yet adopted accounting pronouncements with these consolidated financial statements. There was no material impact to the financial statements.





                                       10




In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement," which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The amendments in this Update modify the disclosure requirements on fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting-Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company has implemented the new accounting guidance. There was no material impact to the financial statements.

The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.





Results of Operations


The Company is a development stage company and has had operations only starting with the fourth quarter of its fiscal year ended September 30, 2019. Prior to this time the Company was a shell company with no business activities.





Revenues - Related Party

The Company generated $0 in revenues for the year ended September 30, 2021. The Company generated $3,700 in revenues - related party for the year ended September 30, 2020. Total revenue - related party decreased from $3,700 for the year ended September 30, 2020 to $0 for the year ended September 30, 2021.





Costs of Goods Sold.


The Company has no cost of goods sold.





Operating Expenses


General and Administrative Expenses

General and administrative expenses for the year ended September 30, 2021 were $60,961, as compared to $31,938 for the year ended September 30, 2020, an approximately 91% increase.

During the financial year ended September 30, 2021 and 2020, the Company expensed $0 and $3,182, respectively, in utilities and other office expenses to a company, Doer's Knowledge Management Pte Ltd, whose CEO was also a director and shareholder of the company. At September 30, 2021 and 2020, $7,116 and $7,214, respectively, was owed from this company and is included in "other receivable - related party" in the accompanying consolidated balance sheets.

As a result of the foregoing factors, the Company had a net loss of $60,961 for the year ended September 30, 2021, as compared to $28,137 for the year ended September 30, 2020.

Liquidity and Capital Resources

As of September 30, 2021, the Company had minimal current assets of $18,894 to fund its operations. There is no liabilities for the year ended 30 September 2021 and 2020.

As of September 30, 2020, the Company had minimal current assets of $13,329 to fund its operations.





                                       11




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

© Edgar Online, source Glimpses