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:
Basis of Presentation
Our consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States, or U.S. GAAP.
8
Going Concern
As shown in the accompanying financial statements, we have incurred a net loss
of $33,045 during the fiscal year ended September 30, 2022 and accumulated
losses of $286,318 since inception at June 11, 1998. The Company's current
assets exceed its current liabilities by $420 at September 30, 2022. 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.
9
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
The Company has not generated any revenue for the year ended September 30, 2022
and 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, 2022, were
$33,045, as compared to $60,961, for the year ended September 30, 2021, an
approximately 46% decrease.
As at September 30, 2022 and 2021 $7,116 was owed from a company, Doer's
Knowledge Management Pte Ltd, whose CEO was also a director and shareholder of
the 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 $33,045 for
the year ended September 30, 2022, as compared to $60,961 for the year ended
September 30, 2021.
10
Liquidity and Capital Resources
As of September 30, 2022 and 2021, the Company had minimal current assets of
$420 and $579 respectively, to fund its operations. There is no liabilities for
the year ended 30 September 2022 and 2021.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
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