An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities. The statements contained in this report include forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. The risks set forth below are not the only risks facing us. Additional risks and uncertainties may exist that could also adversely affect our business, prospects or operations. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or a significant part of your investment.

We have not generated any revenues subsequent to December 31, 2022 through the date of this annual report, we are operating at a loss, and we cannot assure you that we can or will ever generate revenue or operate profitably.

For the years ended December 31, 2025 and 2024, we incurred losses of approximately $101,000 and $42,000 on no revenue. We have not generated any revenue subsequent to December 31, 2022 through the date of this annual report. We will not be able to operate profitably until and unless we are able to generate sufficient revenue so that our gross profit can cover our operating expenses. We cannot assure you that we be able to operate at a profit. We do not have any full-time employees and our chief executive officer, who provides his services on a part-time basis, has not received any salary. If we increase our operations and engage in selling, marketing and research and development activities, we will incur significant selling, general and administrative expenses. Unless we can generate significant revenue and gross profit we may not be able to operate profitably. The lack of an active trading market in our common stock combined with our lack of sales can materially impair our ability to raise money through the sale of equity or debt securities. We cannot assure you that we can or will ever operate profitably. We cannot assure you that we can or will ever operate profitably.

We require significant funding for us to conduct our business.

At December 31, 2025, we had nominal cash, no accounts receivable and no inventory. 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. 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. We cannot assure you that we can or will ever operate profitably.

Our financial statements include a going concern paragraph.

Our financial statements for the year ended December 31, 2025 include a going concern paragraph. We had minimal cash at December 31, 2025 and no revenues or gross profit for the year ended December 31, 2025, we incurred a loss of approximately $101,000 and $42,000 for the years ended December 31, 2025 and 2024, respectively, had negative cash flow from operations for the years ended December 31, 2025 and 2024, has not actively engaged in its business subsequent to the year ended December 31, 2022, and did not generate any products from its research and development activities. Further, our common stock is presently 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. These factors, among others, raise substantial doubt about our ability to continue as a going concern. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If we are not able to generate revenue and develop a customer base, we may not be able to operate profitably.

Through December 31, 2022, our revenue was derived from a small number of customers. During 2022 and 2021 two customers accounted for 100% and 91.7% of our revenue. In 2023, we determined that accounts receivable from sales made in 2022 were uncollectible and we incurred a $480,000 bad debt reserve for accounts receivable 2023. During 2021, we also had sales to one other customer. Our customers were based in Taiwan and Hong Kong. Our customers are based on in Taiwan and Hong Kong. We do not have any agreement with any customers, and, if we are able to sell products, the customers may cease purchasing from us at any time and for any reason. Unless we are successful in generating revenue from a larger customer base than our past experience, our ability to operate will be impaired. Unless we are successful in generating revenue from a larger customer base, our ability to operate will be impaired. Further, we believe that the nature of the market is such that we have little ability to improve our gross margin.

Our revenue has been impaired by Chinese government’s efforts to politically stabilize Hong Kong and the effects of China’s COVID-19 restrictions.

Prior to 2019, our revenue was derived from Hong Kong-based customers, one of which was a customer in 2021. We believe that one factor was the political instability in Hong Kong, which had affected our customers’ ability to sell products into the People’s Republic of China and their purchases from us in the past. Although we believe that the political climate in Hong Kong has improved, we cannot be certain that this will continue to be the case. Our 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 and 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 affected the ability of our customer to pay for the products purchased from us which resulted in the $480,000 bad debt reserve for accounts receivable in 2023. We cannot assure you that these factors will not affect our ability to develop business.

Outbreaks of communicable diseases, natural disasters or other events have materially and adversely affected, and in the future, may materially and adversely affect our business, results of operations and financial condition.

Our business could be adversely affected by the effects of communicable diseases and epidemics. In recent years, there have been breakouts of epidemics in China and globally. In early 2020, there was a worldwide outbreak of a novel strain of coronavirus, later named COVID-19. The outbreak of COVID-19 severely impacted China and the rest of the world. In response to intensifying efforts to contain the spread of the coronavirus, in 2020, the Chinese government took a number of actions, which included extending the Chinese New Year holiday, temporary closure of corporate offices, retail outlets and manufacturing facilities, quarantining individuals in China who had COVID-19, asking citizens to remain at home and to avoid gathering in public, and other actions. Until recently, China imposed a Zero-COVID policy which resulted in lockdown in major cities and in provinces. These actions resulted in a significant decline in the market for cordyceps products from our customers. The extent that our customers and their customers are affected by the aftereffects of the COVID-19 government restrictions may affect our ability to market or products and generate revenue from our products, and our financial condition and cash flows. Our business could also be disrupted by outbreaks of H1N1 flu, avian flu or another epidemic. We are also vulnerable to natural disasters and other calamities that may affect our supplier and may affect us when we establish our own manufacturing facilities.

If we sell products or commence operations in the United States, we would be subject to government regulations in the United States.

If we sell products or commence operations in the United States, we would be subject to FDA regulations under the Dietary Supplement Health and Education Act, which generally provides a regulatory framework to help ensure safe, quality dietary supplements and the dissemination of accurate information about our products. The FDA does not generally regulate active ingredients in dietary supplements in the same manner as it regulates drugs unless the product makes claims, such as claims that a product may heal, mitigate, cure or prevent an illness, disease or malady, that may result in the product being subject to the restrictions and regulations imposed on drugs. If we commence operations in the United States, we would also be subject to government regulations that apply to business in general, including those relating to health, safety, bioterrorism, taxes, labor and employment, import and export, and the environment. At present, we do not have any business activities in the United States that require compliance with these regulations. However, at such time as we commence business in the United States, we may incur significant costs to comply with such regulations, and we cannot assure you we will be able to be in compliance. Other countries in which we may operate may have similar regulations, and, to the extent that we conduct business or sell products in these countries, we will be subject to those regulations.

If we sell our products to customers in Taiwan and Hong Kong, which was customer base, we may be subject Taiwan and Hong Kong laws and regulations relating to our products.

We do not sell products for retail sale to consumers. Our customers purchase our products in bulk and use our products as ingredients in their products or they sell the products to customers. Countries into which our products are sold have regulations relating to the marketing, labeling and claims for dietary supplements. Since we do not sell products in form for use by consumers, our customers must comply with applicable government regulations. Our present customers are located in Taiwan and Hong Kong, which have laws concerning the ingredients in products sold for consumption, including the purity of the ingredients. If products which include our products as ingredients are sold in Taiwan, Hong Kong or any other country, including the PRC, the products may be subject to the food and supplement regulations of that country. We do not make any of the products we sell. To the extent a claim arises either as a result of the use by a consumer of products which contain our ingredients or a government agency raises questions about the purity of ingredients purchased from us, we may incur liability for any adverse reactions to the products purchased by consumers or failures of our products to conform to the stated purity of our products and we cannot assure you that we will be able to claim over against our supplier. Although we do not sell products in Taiwan, Hong Kong or any other country, we may be subject to liability or penalties in the event that our products do not have the purity which we claim We may, in the future, sell products that are designed and packaged for use by consumers, in which event we will be subject to laws relating to such products, including the purity and labeling of the products and any other regulations that may be applicable in the country in which the products are sold.

If we develop a chicken feed product, which would be used by chicken farmers to feed their chicken, we may be subject to government regulations.

We have been working on the development of a cordyceps-based ingredient for chicken feed which would be included as part of the chicken’s diet. The cordyceps in the chicken feed product is the same as cordyceps sold for human consumption and is treated as Chinese traditional medicine. To the extent that any of our products requires government approval, it is the responsibility of the manufacture to satisfy the government agency as to its compliance with applicable regulations, and our product would need to be manufactured in a government-approved manufacturing facility. To the extent that any of our products requires government approval, it is the responsibility of the manufacture to satisfy the government agency as to its compliance, and our product would need to be manufactured in a government-approved manufacturing facility.

We need to develop additional sources of supply.

Our revenue to date has been derived from the sale of products purchased from three suppliers. We did not purchase any inventory since the second quarter of 2022. We do not have any long-term agreements with any suppliers, and, accordingly, our suppliers have no contractual obligation to sell us products at a price which would enable us to generate an acceptable gross margin, if at all. We will need to develop sources of supply for both raw materials and any finished products which we may sell. We will need to develop additional sources of supply for both raw materials and any finished products which we may sell. Although we believe that sources of supply of both raw materials and finished products are available, any difficulty or delay in identifying and entering into supply arrangements with suppliers could impair both our gross margins and our ability to operate profitably. Although we believe that alternative sources of supply of both raw materials and finished products are available, any difficulty or delay in identifying and entering into supply arrangements with suppliers could impair both our gross margins and our ability to operate profitably. Further, any shortage of raw materials or interruption of supply could also result in higher prices for those materials which we may be unable to pass on to our customers. We cannot assure you that, if we develop our business, our suppliers will provide us with the quality of raw materials we need or the quantities we request or at a price we consider to be reasonable. Because we do not control the actual production of these raw materials, we are also subject to delays caused by interruption in production of materials based on conditions outside of our control, including weather, transportation interruptions, strikes, terrorism, natural disasters, or other catastrophic events.

We need to develop and maintain marketing and distribution channels.

We presently do not have any marketing or distribution arrangements. All of our sales to date were made by our chief executive officer who is not a full-time employee. All of our sales through December 31, 2022 were made by our chief executive officer who is not a full-time employee. Unless we are able to hire qualified sales and marketing personnel and develop distribution channels to market and sell any products which we sell, we will not be able to generate sufficient revenue to enable us to operate profitably. We cannot assure you that we will be able to develop and maintain effective marketing and distribution channels or to operate profitably. We cannot assure you as to our ability to develop and maintain effective marketing and distribution channels or to operate profitably.

We do not have product liability insurance to protect us against any claims we may sustain.

We do not have any product liability insurance. Regardless of whether we manufacture products, we could face significant liabilities due to claims that the use of products we sell caused adverse reactions, regardless of whether we have the product manufactured for us or we purchase the product from a suppliers. We could be exposed to liability based on claims that, among others: our products contain contaminants; we provide consumers with inadequate instructions about product use; or we provide inadequate warning about side effects or interactions of our products with other substances. Even if we were to prevail in any such claims, the cost of litigation and settlement could be significant and could exceed any product liability coverage we may have. Although we intend to require any contract manufacturers to maintain product liability insurance, we cannot assure you that they will have adequate, if any, product liability insurance coverage. Since we do not have supply agreements with our present suppliers, we would have no contractual recourse against the suppliers in the event of any users should suffer adverse events following the use of products sold by us. In addition, as we are presently test marketing our chicken feed product with a small number of chicken farmers, we cannot assure you that we will develop a marketable product and we may be subject to claims from the chicken farmers if they believe that their chicken fell ill from our product.

The market for our products is very competitive, and we may not be able to compete successfully.

The cordyceps market is highly competitive and a number of products are readily available. Most, if not all, of our competitors are substantially larger and have greater financial resources and name recognition than we do. Further, new products which may be developed or sold may increase the competitiveness of the market. We anticipate that we will be dependent, at least initially, primarily on cordyceps products. Many of our competitors offer a range of products and are not dependent on a market for cordyceps products, which can protect them in the event that the market for cordyceps products declines. Furthermore, cordyceps is a relatively expensive product, and our customer’s products compete with cheaper products which may not have the same degree of purity as our products, which may affect the market for our products. If we develop a chicken feed products, we would compete with a number of major companies that manufacture chicken feed products, including products which are intended to improve the quality of the eggs and/or the heath of the chickens. We cannot assure you that, if we develop a chicken feed product, we will be able to generate any significant revenue from the product.

We have not conducted any study of the potential market for cordyceps-based in the United States and we cannot assure you that there is a significant market for these products in the United States.

Although we have a general familiarity with the market for cordyceps products in Asia, we may consider the sale of these products in the United States and possibly countries where there is a large Asian population. We have not conducted any study as to the market for cordyceps products in the United States and we cannot assure you that there is any significant market. Unless there is a significant market in the United States, we may not be able to operate profitably. We cannot assure you that there is a sufficient market in the United States to enable us to compete effectively or operate profitably or that, if a market exists for products of the type we sell, that we will be able to market our products successfully. If we do contemplate entering the United States market we will require substantial funding before we can commence any such efforts.

The market for cordyceps products, including any chicken feed product we may develop may be affected by recalls or successful litigation arising from claimed adverse reactions to products.

Any recall or lawsuits arising out of adverse reactions or perceived adverse reactions to cordyceps products or any chicken feed product we may develop and market or unfavorable comments in the press or social media could impair the market for our products, even if the recall, adverse reaction or unfavorable comments related to products manufactured and sold by other companies.

The market for our products may be dependent on public tastes, which can rapidly change.

The market for any type of supplements, including supplements used in animal feed, is subject to change in public tastes, which changes may be based on the factors described in the preceding Risk Factor or other changes in taste not relating to any specific incident or problem. Since our business plan is presently limited to cordyceps products, we will be impacted more severely by changes in tastes than we would if we offered a range of different dietary supplements. We cannot assure you that we will be able to develop, offer and sell any products other than cordyceps-based products or that any market for cordyceps that may exist will continue.

We may not be successful in any research and development activities in which we may engage.

We engaged in research and development with respect to our proposed chicken feed products. The consultants who performed such services as well are related selling, general and administrative services plan performed the services pursuant to agreements which terminated in 2023. These services did not result in a marketable product We cannot assure you that we will pursuant any product development activities or that, if we do, that we will be successful in developing any product or that any product we may develop will be marketable in the United States or any other country or that we will not require regulatory approval for the sale of any such product in the United States or any other country in which we seek to market the product. The consultants who performed such services as well are related selling, general and administrative services plan performed the services pursuant to agreements which either terminated in May 2023 or will terminate in August 2023. These services did not result in a marketable product We may hire one or more of these consultants to continue the research and development activities, however, as of the date of this annual report, we have not hired any of the consultant. If regulatory approval is required, compliance with such regulations may be very expensive and we cannot assure you that we will be able to obtain such approval. As a result, we may incur significant expenses in seeking to develop a product with no assurance that we can or will develop a marketable product that complies with applicable law.

We are dependent upon our chief executive officer.

We are dependent upon, our chief executive and financial officer, sole director and principal stockholder, who is our only employee and who works for us on a part-time basis. The loss of Yu-Ting Su would materially impair our ability to conduct our business. We do not have an employment agreement with Ms. Su and we do not maintain key person life insurance on his life.

If we are unable to attract, train and retain technical and financial personnel, our business may be materially and adversely affected.

Our future success depends, to a significant extent, on our ability to attract, train and retain key management, marketing, sales, technical, product development and financial personnel. As of December 31, 2025 and, as of the date of this annual report, we had not taken steps to hire any such personnel. Recruiting and retaining capable personnel, particularly those with expertise in the natural supplement business are vital to our success. There is substantial competition for qualified personnel, and we cannot assure you we will be able to attract or retain our technical and financial personnel. If we are unable to attract and retain qualified employees, our business may be materially and adversely affected. Our financial condition, including the absence of sales subsequent to December 31, 2022 through the date of this annual report, and the trading of our common stock on the OTC Market Group’s Expert Market may make it difficult for us to attract qualified personnel. Our financial condition, including the absence of sales in three of the eight quarters of 2022 and 2021, and the absence of any significant market in our common stock may make it difficult for us to attract qualified personnel.

We may not be able to protect any intellectual property which we may develop.

We do not have any patents or other proprietary intellectual property. While we may seek patents for any intellectual property which we may develop, we cannot assure you that we will develop any patentable product or that we will be able to obtain patents or that, if we do obtain patents, other companies will not be able to design around our patents and develop competitive or superior products. We cannot assure you that we will be able to enforce any patent rights which we may obtain. Patent litigation is very expensive, and, if we do not have the financial resources to enforce through litigation any patents we may obtain, we may not be able to retain the value of the patents. We believe that much of our intellectual property will be in the nature of trade secrets. Although we will seek to protect our intellectual property rights through nondisclosure agreements, including non-disclosure agreement with our employees and consultants and other companies with which we may conduct business, we cannot assure you that the other parties to the non-disclosure agreements will comply with their obligations, and we may not be aware of any breach until the intellectual property has been disclosed to a third party. We may not be able to enforce our rights under the non-disclosure agreements.

Our business and our ability to generate a sufficient gross margin to enable us to operate profitably may be affected by inflation, the global supply chain issues and the aftereffects of China’s 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. 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. 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. Both our cost of inventory and the prices we charged 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, 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.

Our 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 No-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 reserve against on account receivable of $480,000.

Risks Concerning our Common Stock

There is presently no active market for our common stock, which is currently on the OTC Expert Market, which may make it difficult for you to buy or sell your stock.

Our common stock is currently on the OTC Markets Group Expert Market. As such, our common stock is not eligible for proprietary broker-dealer quotations. All quotes in this stock reflect unsolicited customer orders. Such stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Quotations in Expert Market securities are restricted from public viewing. As a result of our stock being on the Expert Market, there are no market makers in our common stock and, unless you are a broker or are an expert you will not be able to obtain quote for our common stock. Accordingly, there is no trading market for our common stock. Even if a market for our common stock develops, as to which we can give no assurance, there can be no assurance as to the liquidity of our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock. Accordingly, even if a market develops, as to which we can give no assurance, there can be no assurance as to the liquidity of our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock. Further, if a market develops, it is likely that there will not be any significant float, with the result that the reported bid and asked prices may have little relationship to the price you would pay if you wanted to buy shares or the price you would receive if you wanted to sell shares. We expect that our common stock will remain on the Expert Market as long as we are delinquent in our SEC filings, although we can give no assurance that we will cease to the on the Expert Market once we are current in our filings.

If a market for our common stock develops after we are no longer on the Expert Market, because our common stock would be a penny stock, you may have difficulty selling our common stock in the secondary trading market.

If a market for our common stock develops, our common stock is, and will likely to be, a penny stock and therefore is subject to the rules adopted by the SEC regulating broker-dealer practices in connection with transactions in penny stocks. The SEC rules may have the effect of reducing trading activity in our common stock, making it more difficult for investors to purchase and sell their shares. The SEC’s rules require a broker or dealer proposing to effect a transaction in a penny stock to deliver the customer a risk disclosure document that provides certain information prescribed by the SEC, including, but not limited to, the nature and level of risks in the penny stock market. The broker or dealer must also disclose the aggregate amount of any compensation received or receivable by him in connection with such transaction prior to consummating the transaction. In addition, the SEC’s rules also require a broker or dealer to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction before completion of the transaction. The existence of the SEC’s rules may result in a lower trading volume of our common stock and lower trading prices. Further, some broker-dealers will not process transactions in penny stocks.

Our lack of internal controls over financial reporting may affect the market for and price of our common stock.

Our disclosure controls and our internal controls over financial reporting are not effective. We do not have the financial resources or personnel to develop or implement systems that would provide us with the necessary information on a timely basis so as to be able to implement financial controls. Our continued poor financial condition together with the fact that we have one part-time employee, who is both our chief executive officer and chief financial officer, makes it difficult for us to implement a system of internal controls over financial reporting, and we cannot assure you that we will be able to develop and implement the necessary controls. The absence of internal controls over financial reporting may inhibit investors from purchasing our shares and may make it more difficult for us to raise debt or equity financing.

Our lack of a full-time chief financial officer affects our ability to develop financial controls, which could affect the market price for our common stock.

We do not have a full-time chief financial officer. At present, our chief executive officer, who does not have an accounting background, is also acting as our chief financial officer. We do not anticipate that we will be able to hire a qualified chief financial officer unless our financial condition improves significantly. The lack of an experienced chief financial officer, together with our lack of internal controls, may impair our ability to raise money through a debt or equity financing, the market for our common stock.

We do not have any independent directors.

We do not have any independent directors. Our sole director is Yu-Ting Su, who is our chief executive officer, chief financial officer and principal stockholder. Our sole director is Pao-Chi Chu, who is our chief executive officer, chief financial officer and principal stockholder. Because we have no independent director, we do not have any checks and balances on Ms. Su, which may make it difficult for us to develop internal controls and to raise money in the financial markets.

Our failure to have filed timely reports with the SEC in a timely manner may impair the market for and the value of our common stock.

We filed our quarterly report for the nine months ended September 30, 2023 on July 11, 2025 and our annual report for the year ended December 31, 2023 on July 18, 2025 and our quarterly reports for the three, six and nine months ended March 31, 2024, June 30, 2024 and September 30, 2024 and our annual report for the year ended December 31, 2024 in July 2025, and, our quarterly report for the three months ended March 31, 2025 on July 24, 2025. Our failure to have made such timely filings may affect both the market for our common stock and the value of our common stock as well as the willingness of investors to purchase our stock and may subject us to action by the SEC.

Because our sole director is located outside of the United States, investors may not be able to enforce federal securities laws or their other legal rights against him.

Our sole director and officer, Yu-Ting Su, is located in the Republic of China (Taiwan). As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon Ms. Su or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on him under United States securities laws.

Our stock price may be volatile and your investment in our common stock could suffer a decline in value.

Because our common stock is on the Expert Market, there is no market for our common stock. There can be no assurance that any significant market, or any market, will ever develop in our common stock when we are current in our SEC filings and cease to be on the Expert Market. There can be no assurance that any significant market, or any market, will ever develop in our common stock. Because of the low public float and the lack of trading volume, any reported prices may not reflect the price at which you would be able to sell shares if you want to sell any shares you own or buy shares if you wish to buy shares. Further, stocks with a low public float may be more subject to manipulation than a stock that has a significant public float. The price may fluctuate significantly in response to a number of factors, many of which are beyond our control. These factors include, but are not limited to, the following, in addition to the risks described above and general market and economic conditions:

Raising funds by issuing equity or convertible debt securities could dilute the net tangible book value of the common stock and impose restrictions on our working capital.

If we were to raise additional capital by issuing equity securities, either alone or in connection with a non-equity financing, the net tangible book value of the then outstanding common stock could decline. If the additional equity securities were issued at a per share price less than the market price, which is customary in the private placement of equity securities, the holders of the outstanding shares would suffer a dilution, which could be significant. We may have difficulty in raising funds through the sale of debt securities because of both our financial position, the lack of any collateral on which a lender may place a value, and the absence of any revenue or operations. If we are able to raise funds from the sale of debt securities, the lenders may impose restrictions on our operations and may impair our working capital as we service any such debt obligations. Further, it is not uncommon for investors who provide private funding to companies with weak financial positions, to require the issuer to issue convertible securities which are convertible at a discount to the market price at the time the convertible security is converted. Such securities typically have a materially adverse effect on the market price for the issuer’s stock.

Because of our former chief executive officer’s stock ownership, he has the power to elect all directors and to approve any action requiring stockholder approval.

Mr. Pao-Chi Chu, our former chief executive officer, owns 30,000,000 shares of common stock, representing approximately 49.97% of our outstanding common stock. Pao-Chi Chu, our chief executive officer, owns 30,000,000 shares of common stock, representing approximately 49.97% of our outstanding common stock. As a result, Mr. Chu has the power, without the vote of any other stockholders, to elect all of our directors and, with minimal support from other stockholders, take any action requiring stockholder approval, including any amendment to our certificate of incorporation, merger, sale of assets or other major corporate transaction.

We do not intend to pay any cash dividends in the foreseeable future.

We have not paid any cash dividends on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 1C. CYBERSECURITY

Because our business in inactive we have not made any evaluation of cybersecurity or implemented any cybersecurity plans.

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