Financial Analysis

NOTE 8 COMMITMENT AND CONTINGENCIES Litigation On April 25, 2019, ECPower (HK) Company Limited (EC Power), a subsidiary of SEII, filed a claim against The Dairy Farm Limited (Dairy Farm) in respect of the cooperation agreement between the two parties for the battery rental business at 7-Eleven outlets in Hong Kong during the period from September 2017 to February 2018. The claim is for a total compensation of HK$1,395,000 (approximately $178,846) which comprises of (i) HK$45,000 (approximately $5,769) as compensation for interest and administration cost incurred as a result of Dairy Farms delay in payment of EC Powers share of the rental income, and (ii) HK$1,350,000 (approximately $173,077) as compensation for Dairy Farms early termination of the cooperation agreement without any valid proof of fault on the part of EC Power. Legal proceedings: On June 10, 2020, the Companys subsidiary, Ecrent Worldwide Company Limited (Ecrent Worldwide), a wholly owned subsidiary of Universal Sharing Limited (formerly known as Ecrent Holdings Limited), received a writ of summon (the Summon) issued by Messrs Wilkinson & Grist on behalf of Mr. Michael Andrew BERMAN and Mr. Eric Hans ISRAEL, who were the former Chief Executive Officer and Chief Financial Officer of Ecrent (America) Company Limited (Ecrent America) and Ecrent (USA) Company Limited (Ecrent USA). Both Ecrent America and Ecrent USA were the former subsidiaries of Universal Sharing Limited. On the same day, the Summon also deliv …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 5 CONVERTIBLE NOTE PAYABLE Securities purchase agreement and related convertible note and warrants Iliad Note On May 2, 2018, pursuant to a securities purchase agreement, the Company closed a private placement of securities with Iliad Research and Trading, L.P. (the Investor) pursuant to which the Investor purchased a Convertible Promissory Note (the Iliad Note) in the original principal amount of $900,000, convertible into shares of common stock of the Company (the Common Stock), upon the terms and subject to the limitations and conditions set forth in the Iliad Note, and a two year Warrant to purchase 134,328 shares of Common Stock at an exercise price of $7.18 per share (the Warrant). In connection with the Iliad Note, the Company paid an original issue discount of $150,000 and paid issuance costs of $45,018 which will be reflected as a debt discount and amortized over the Iliad Note term. The Iliad Note bears interest at 10% per annum, is unsecured, and is due on the date that is fifteen months from May 2, 2018. The warrants shall expire on the last calendar day of the month in which the second anniversary of the Issue Date occurs. On November 8, 2018, the Company converted an aggregate of $27,811 and $47,189 outstanding principal and interest of the Iliad Note, respectively, into a total of 36,621 shares of its common stock. On January 11, 2019, the Company converted an aggregate of $34,103 and $15,897 outstanding principal and interest of the Iliad Note, respective …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The Company has one source of revenue for the respective fiscal years:- December 31, 2023 December 31, 2022 (restated) Sale of advertising service (discontinued operations) $ - $ -

DisaggregationOfRevenueTableTextBlock

Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-01) that is intended to improve the guidance for applying Topic 842 to arrangements between entities under common control. This ASU requires all entities (that is, including public companies) to amortize leasehold improvements associated with common control leases over the useful life to the common control group. The standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company has adopted this pronouncement and had no material impact on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

NOTE 6 RELATED PARTY TRANSACTIONS Due from (to) related parties From time to time, the Company receives advances from Chan Tin Chi Family Company Limited which is the major shareholder of the Company for working capital purposes. These advances are non-interest bearing and are payable on demand. As of December 31, 2023 and 2022, amounts due from related companies were $18,068,304 and nil , respectively. As of December 31, 2023 and 2022, amounts due to Chan Tin Chi Family Company Limited were $1,506,986 and $1,417,768, respectively. The amounts are unsecured, interest-free and have no fixed terms of repayment. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 3 SIGIFICANT ACCOUNTING POLICIES Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP). The Company is on a fiscal year ending December 31; as such the year ended December 31, 2023 is referred to as fiscal 2023, and the year ended December 31, 2022 is referred to as fiscal 2022. Principles of Consolidation The Companys consolidated financial statements include the financial statements of its wholly-owned and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. Noncontrolling interest The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders equity on the consolidated balance sheets and the consolidated net loss attributable to the its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive income (loss). Use of estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 7 STOCKHOLDERS DEFICIT Preferred Stock The Company has authorized 50,000,000 shares of preferred stock Series A, with a par value of $0.001 per share. As of December 31, 2023 and 2022, the Company had 3,189,600 and 3,189,600 shares of preferred stock issued and outstanding, respectively. Common Stock The Company has authorized 7,400,000,000 shares of common stock with a par value of $0.001 per share. Common stock issued for services During the year ended December 31, 2023, the Company completed the following transactions - the Company issued an aggregate of 24,730,307 shares of common stock to the Board of Directors and Advisory Committee members for the services rendered, at the price of $0.0018 per share. For the year ended December 31, 2023, the Company recorded stock-based service fee of $44,514. the Company issued 200,000,000 shares of common stock to consultants for the consultancy services rendered. For the year ended December 31, 2023, the Company recorded service fee to the consultants at the price of $0.0009 per share, in an aggregate amount of $180,000. the Company issued 350,000,000 shares of common stock to certain staff for the 2023 bonus. For the year ended December 31, 2023, the Company recorded 2023 bonus to the staff at the price of $0.0009 per share, in an aggregate amount of $315,000. Common stock issued for debt conversion During the period ended March 31, 2023, the Company issued 158,783,847 shares of its common stock upon conversion of debt (note 5 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 9 SUBSEQUENT EVENTS In accordance with ASC Topic 855, Subsequent Events , which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2023, up to the date that the consolidated financial statements were available to be issued. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

NOTE 8 COMMITMENTS AND CONTINGENCIES Litigation: On April 25, 2019, ECPower (HK) Company Limited (EC Power), a subsidiary of SEII, filed a claim against The Dairy Farm Limited (Dairy Farm) in respect of the cooperation agreement between the two parties for the battery rental business at 7-Eleven outlets in Hong Kong during the period from September 2017 to February 2018. The claim is for a total compensation of HK$1,395,000 (approximately $178,846) which comprises of (i) HK$45,000 (approximately $5,769) as compensation for interest and administration cost incurred as a result of Dairy Farms delay in payment of EC Powers share of the rental income, and (ii) HK$1,350,000 (approximately $173,077) as compensation for Dairy Farms early termination of the cooperation agreement without any valid proof of fault on the part of EC Power. Legal proceedings: On June 10, 2020, the Companys subsidiary, Ecrent Worldwide Company Limited (Ecrent Worldwide), a wholly On June 10, 2020, the Companys subsidiary, Ecrent Worldwide Company Limited (Ecrent Worldwide), a wholly owned subsidiary of Universal Sharing Limited (formerly known as Ecrent Holdings Limited), received a writ of summon (the Summon) issued by Messrs Wilkinson & Grist on behalf of Mr. Michael Andrew BERMAN and Mr. Eric Hans ISRAEL, who were the former Chief Executive Officer and Chief Financial Officer of Ecrent (America) Company Limited (Ecrent America) and Ecrent (USA) Company Limited (Ecrent USA). Both Ecrent America and E …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 5 CONVERTIBLE NOTE PAYABLE Securities purchase agreement and related convertible note and warrants Iliad Note On May 2, 2018, pursuant to a securities purchase agreement, the Company closed a private placement of securities with Iliad Research and Trading, L.P. (the Investor) pursuant to which the Investor purchased a Convertible Promissory Note (the Iliad Note) in the original principal amount of $900,000, convertible into shares of common stock of the Company (the Common Stock), upon the terms and subject to the limitations and conditions set forth in the Iliad Note, and a two year warrant to purchase 134,328 shares of common stock at an exercise price of $7.18 per share (the Warrant). In connection with the Iliad Note, the Company paid an original issue discount of $150,000 and paid issuance costs of $45,018 which will be reflected as a debt discount and amortized over the Iliad Note term. The Iliad Note bears interest at 10% per annum, is unsecured, and is due on the date that is fifteen months from May 2, 2018. The Warrant shall expire on the last calendar day of the month in which the second anniversary of the Issue Date occurs. On November 8, 2018, the Company converted an aggregate of $27,811 and $47,189 outstanding principal and interest of the Iliad Note, respectively, into a total of 36,621 shares of its common stock. On January 11, 2019, the Company converted an aggregate of $34,103 and $15,897 outstanding principal and interest of the Iliad Note, respectivel …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The Company has one source of revenue for the respective fiscal periods: September 30, 2023 September 30, 2022 (restated) Sales of advertising service $ - $ -

DisaggregationOfRevenueTableTextBlock

Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-01) that is intended to improve the guidance for applying Topic 842 to arrangements between entities under common control. This ASU requires all entities (that is, including public companies) to amortize leasehold improvements associated with common control leases over the useful life to the common control group. The standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company has adopted this pronouncement and had no material impact on its condensed and consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

NOTE 6 RELATED PARTY TRANSACTIONS Due to related parties From time to time, the Company received advances from Chan Tin Chi Family Company Limited (formerly known as YSK 1860 Co., Limited), which is the major shareholder of the Company for working capital purposes. As of September 30, 2023 and December 31, 2022, amounts due from related companies were $17,983,848 and nil, respectively. As of September 30, 2023 and December 31, 2022, amounts due to Chan Tin Chi Family Company Limited were $1,421,649 and $1,417,767 respectively. The amounts are unsecured, interest-free and have no fixed terms of repayment. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 3 SIGIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (GAAP), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the condensed consolidated balance sheet as of September 30, 2023, which has been derived from audited financial statements for the last completed fiscal year and the unaudited condensed consolidated financial statements for this fiscal quarter, reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2023 or for any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Managements Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K/A for t …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 7 STOCKHOLDERS EQUITY (DEFICIT) Preferred Stock The Company has authorized 50,000,000 shares of preferred stock Series A, with a par value of $0.001 per share. As of September 30, 2023 and December 31, 2022, the Company had 3,189,600 and 3,189,600 shares of preferred stock issued and outstanding, respectively. Common Stock The Company has authorized 7,400,000,000 shares of common stock with a par value of $0.001 per share. Common stock issued for debt conversion During the three months ended March 31, 2023, the Company issued 158,783,847 shares of its common stock upon conversion of debt (note 5). During the three months ended June 30, 2023, the Company issued 58,333,333 shares of its common stock upon conversion of debt (note 5). Common stock issued for consultancy fee and directors remuneration In June 2023, the Company issued 24,730,307 shares of its common stock to director as compensation value of $44,514. In June 2023, the Company issued 200,000,000 shares of its common stock to a consultant in exchange for consultancy services value of $180,000. In June 2023, the Company issued 350,000,000 shares of its common stock to certain staffs in exchange for staff bonus value of $315,000. As of September 30, 2023 and December 31, 2022, the Company had 1,221,731,458 and 429,883,971 shares of common stock issued and outstanding, respectively. …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 9 SUBSEQUENT EVENTS In accordance with ASC Topic 855, Subsequent Events , which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2023, up to the date that the unaudited condensed consolidated financial statements were available to be issued. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing