Annual Report for Fiscal Year Ending 12-31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See "Note Regarding Forward-Looking Statements" Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed in "Item 1A Risk Factors" and elsewhere in this report.

Overview

Since January 30, 2017, following a change of control, our business has been the business of developing and marketing nutritional products that promote wellness and a healthy lifestyle. Our business has involved the purchase of products from three suppliers in Taiwan and the sale of these products to four unrelated customers, two of which accounted for all of our sales in the year ended December 31, 2022 and 91.7% of sales in the year ended December 31, 2021. With respect to sales made in 2002, we determined that $480,000 of accounts receivable were not collectible and we recognized a provision for doubtful account for that amount in 2023. We did not have any sales in the second and third quarters of 2022 or subsequent to December 31, 2022 through the date of this annual report and as of the date of this report we do not have any orders for products or purchase orders from suppliers.

All of our sales to date have been sales of cordyceps related products except that, in the quarter ended June 30, 2018, we sold metallothionein MT-3 elizer, a product that we do not currently sell. Cordyceps is a fungus that is used in traditional Chinese medicine. Cordyceps sinensis has been described as a medicine in old Chinese medical books and Tibetan medicine. It is a rare combination of a caterpillar and a fungus and found at altitudes above 4500m in Sikkim. We may also seek to market other products which we see as complimentary to our present products; however, we have not entered into negotiations with respect to the distribution of other products, and we cannot assure you that we will be able to market any other products.

We believe that, since a major market for cordyceps products is China, our customers have significant customers in China and our business was impacted by COVID-19 and steps taken by the government of China, particularly its Zero COVID policy, which was relaxed in December 2022. Further, we also cannot assure you the political instability in Hong Kong will not affect our sales, since our customers in 2017 and 2018 were Hong Kong based customers who sold their products in the PRC and none of these customers has made purchases from us since the quarter ended December 31, 2018. We cannot assure you that these factors will not affect our ability to generate revenue in the future and, to the extent that any of these factors affect our ability to generate revenue, we may not be able to continue in business.

At present, we have no full-time employees. Our only employee is our chief executive officer who works for us on a part-time basis and does not receive compensation. We face significant risks in developing our business, including, but not limited to, our ability to raise the necessary financing either through the sale of debt or equity securities or through a loan facility, our ability to increase our customer base and supply chain, our ability to increase our gross margins, our ability to hire and retain qualified research and development, marketing and administrative personnel, our ability to develop products and to market in the United States and other western markets any products we may develop, our ability to comply with any government regulations relating to the manufacture, distribution and marketing any products we develop. We cannot assure you that we can or will develop any products or generate revenue or profits in the future.

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We require funds for our operations. At December 31, 2025, we had nominal cash, and no accounts receivable. Although we may seek to raise funds in the equity market, we have no agreements or understandings with respect to any funding and we can give no assurance as to the availability or terms of any such financing. Because of our financial condition, the lack of sales subsequent to December 31, 2022 through the date of this annual report, along with the absence of an active market for our stock and our stock being traded on the OTC Market Group's Expert Market, which means that our common stock is not eligible for proprietary broker-deal quotes, with the result that there are no published quotes for our common stock, together with risk related to political and legal situation in Hong Kong, it may be difficult for us to raise funds in the equity market, and, if we are able to raise funds our stockholders may suffer significant dilution.

To the extent that we implement our business plan, we anticipate that we will incur marketing and other expenses without any assurance that such expenses will generate any significant revenue, cash flow from operations or net income. Because of our cash position, we may use equity-based compensation for our employees and independent contractors. Because of our low cash position, we may rely on loans from stockholders or related parties, although we do not have any agreements or understandings at this time, and we may issue equity to attract employees and consultants to help us develop our business plan. Because our common stock is on the OTC Market Group's Expert Market, potential employees or consultants may be reluctant to accept common stock as compensation. Accordingly, we cannot assure you that we will be able to develop or market products, in which case we may continue to be unable to generate revenue. Quotes in the Expert Market are only for unsolicited orders. This means broker-dealers may not use the Expert Market to publish unsolicited quotes, and there are no market makers in our common stock. Quotations in Expert Market securities are restricted from public viewing. Only broker-dealers and professional or sophisticated investors are permitted to view quotations in Expert Market securities.

All of our funding, which was used for working capital, since January 1, 2021 has been in the form of advances from a minority stockholder and, to a lesser extent, from our chief executive officer. We cannot assure you that they will continue to fund our operations.

Inflation, Supply Chain Disruption and Effects of COVID-19 Restrictions

After years of relatively low inflation, in recent years, countries throughout the world, including Asia, have been subject to inflation at a rate significantly higher than in prior periods. We expect that both the inflationary pressures and supply chain disruption that affect other industries will affect us. These factors may result in delays in receipt of products we order, and increased costs which we may not be able to pass on to consumers. Both our cost of inventory and the prices we can charge for products increased as a result of inflation. We cannot assure you that our business will not be materially impaired by inflationary and supply chain disruption as well as be increased tariffs, in the event that we seek to sell products into the United States, although historically we have not sold products into the United States market. Since we did not make any sales or purchase any inventory subsequent to December 31, 2022 through the date of this annual report, we cannot evaluate the effects of inflation or supply chain issues on the price at which we sell products or the cost of our inventory.

We cannot assure you that we will be able to develop a marketable product or that we will be able to generate significant, if any, revenue.

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Our recent inability to generate sales partially resulted from the aftereffects of the COVID-19 restrictions of the Chinese government. Our customers suffered tremendous financial losses due to COVID-19 restrictions, including the Chinese government's Zero COVID policy. Our customers sold their products into China and the Chinese economy was having difficulty in bouncing back. We believe these factors also affected the ability of our customer to pay for the products purchased from us which resulted in the bad debt provision of accounts receivable of $480,000 in 2023.

Results of Operations

Years Ended December 31, 2025 and 2024

For the year ended December 31, 2025 and 2024, we had no revenues or cost of revenues, and we incurred selling, general and administrative expenses of $154,024 and $37,958, respectively, primarily expenses relating to our status as a public company. For the year ended December 31, 2025. We recorded gain from liability forgiveness of $62,032, We also incurred interest expense to a minority stockholder of $9,154 and $4,339, respectively. As a result, we had a net loss of $101,146 and $42,297, respectively, or $(0.00) per share (basic and diluted).

Liquidity and Capital Resources

The following table summarizes our changes in working capital from December 31, 2024 to December 31, 2025:

		December 31,				December 31,
		2025				2024				Change				% Change
Current Assets		$	14,098			$	5,076			$	9,022				177.7	%
Current Liabilities		$	401,062			$	326,946			$	74,116				22.7	%
Working Capital		$	(386,964	)		$	(321,870	)		$	(65,094	)			20.2	%

The following table summarizes our cash flows for the years ended December 31, 2025 and 2024:

		December 31,
		2025				2024				Change				% Change
Cash used in operating activities		$	(196,302	)		$	(36,692	)		$	(159,610	)			435	%
Cash provided by financing activities			199,924				36,792				163,132				443	%
Cash and cash equivalents end of period		$	4,098			$	476			$	3,622				761	%

Cash used in operating activities of $196,302 for the year ended December 31, 2025 reflected primarily our net loss of $101,146 increased by imputed interest-related parties of $9,154 and security deposit of $4,600 and decreased by liability forgiveness of $62,032, prepaid expenses of $10,000 and accounts payable and accrued expenses of $36,878.

Cash used in operating activities of $36,692 for the year ended December 31, 2024 reflected primarily our net loss of $42,297 increased by imputed interest-related parties of $4,339 and a decrease in prepaid expenses of $1,250.

Cash provided by financing activities of $199,924 for the year ended December 31, 2025 and $36,792 for the year ended December 31, 2024 reflected advances from a minority stockholder. The advances in 2025 and 2024 provided us with funds to cover our cash used in operations

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Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company had minimal cash at December 31, 2025, had no revenue for the year ended December 31, 2025 and 2024, and incurred a loss from operations for the years ended December 31, 2025 and 2024 as well as prior years, had negative cash flow from operations for the years ended December 31, 2025 and 2024. To date, the Company has not generated any revenue subsequent to December 31, 2022 and did not generate any products from its research and development activities. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date of the financial statements being issued. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management recognizes that the Company must obtain additional funds and implement its business plans. However, because of the no revenue and the absence of any active trading market for its common stock, its financial condition and its lack of an operating history, the Company may not be able to raise funds for capital expenditures, working capital and other cash requirements. The Company's primary source of funds for the years ended December 31, 2025 and 2024 has been advances from a minority stockholder. This stockholder has continued to be the Company's principal source of funds and the Company will have to continue to rely on advances from the minority stockholder. If the Company cannot generate revenue from its products, it may not be able to continue in its business.

Critical Accounting Policy and Estimates

Our critical accounting policies and estimates are disclosed in Note 2 of Notes to Financial Statements.

Off-Balance Sheet Arrangements

We do not have any 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 is material to investors.