The following discussion and analysis of our Company's financial condition and
results of operations should be read in conjunction with our unaudited condensed
consolidated financial statements and the related notes included elsewhere in
the report. This discussion contains forward-looking statements that involve
risks and uncertainties. Actual results and the timing of selected events could
differ materially from those anticipated in these forward-looking statements as
a result of various factors. See "Cautionary Note Concerning Forward-Looking
Statements" on page 2.



Unless otherwise noted, all currency figures quoted as "U.S. dollars", "dollars"
or "$" refer to the legal currency of the United States. Throughout this report,
assets and liabilities of the Company's subsidiaries are translated into U.S.
dollars using the exchange rate on the balance sheet date. Revenue and expenses
are translated at average rates prevailing during the period. The gains and
losses resulting from translation of financial statements of foreign
subsidiaries are recorded as a separate component of accumulated other
comprehensive income within the statement of stockholders' equity.



Overview



DH Enchantment, Inc. (f/k/a Energy Management International Inc.) is a holding
company that, through its subsidiaries, is engaged primarily in the sale and
distribution of COVID-19 rapid antigen tester sets produced by third parties. We
operate our business through our wholly owned subsidiary Ho Shun Yi Limited
("HSY"). We commenced operations in Hong Kong in October 2020 and sell our
products primarily in Hong Kong. We are not required to obtain permission from
the Chinese authorities to operate or to issue securities to foreign investors.
HSY was organized as a private limited liability company on July 9, 2018, in
Hong Kong and is a wholly owned subsidiary of DH Investment Group Limited
("DHIG"). We acquired DHIG on July 26, 2021. Our corporate organization chart is
below.



                               [[Image Removed]]



We are not a Chinese operating company but a Nevada holding company with
operations conducted through our wholly owned subsidiaries based in Hong Kong.
This structure presents unique risks as our investors may never directly hold
equity interests in our Hong Kong subsidiary and will be dependent upon
contributions from our subsidiaries to finance our cash flow needs. Further, in
light of the recent statements and regulatory actions by the PRC government,
such as those related to Hong Kong's national security, the promulgation of
regulations prohibiting foreign ownership of Chinese companies operating in
certain industries, which are constantly evolving, and anti-monopoly concerns,
we may be subject to the risks of uncertainty of any future actions of the PRC
government in this regard including the risk that the PRC government could
disallow our holding company structure, which may result in a material change in
our operations, including our ability to continue our existing holding company
structure, carry on our current business, accept foreign investments, and offer
or continue to offer securities to our investors. These adverse actions could
value the value of our common stock to significantly decline or become
worthless. We may also be subject to penalties and sanctions imposed by the PRC
regulatory agencies, including the Chinese Securities Regulatory Commission, if
we fail to comply with such rules and regulations, which could adversely affect
the ability of the Company's securities to continue to trade on the
Over-the-Counter Bulletin Board, which may cause the value of our securities to
significantly decline or become worthless.







  19






There may be prominent risks associated with our operations being in Hong Kong.
For example, as a U.S.-listed Hong Kong public company, we may face heightened
scrutiny, criticism and negative publicity, which could result in a material
change in our operations and the value of our common stock. It could also
significantly limit or completely hinder our ability to offer or continue to
offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Additionally, changes in Chinese internal
regulatory mandates, such as the M&A rules, Anti-Monopoly Law, and the soon to
be effective Data Security Law, may target the Company's corporate structure and
impact our ability to conduct business in Hong Kong, accept foreign investments,
or list on an U.S. or other foreign exchange. For a detailed description of the
risks facing the Company and the offering associated with our operations in Hong
Kong, please refer to "Risk Factors - Risk Factors Relating to Doing Business in
Hong Kong."



We are at a development stage company and reported a net loss of $260,701 and
$8,610 for the six months ended September 30, 2021 and 2020, respectively. We
had current assets of $76,909 and current liabilities of $328,659 as of
September 30, 2021. As of September 30, 2020, our current assets and current
liabilities were $74,360 and $65,670, respectively.



History




We were incorporated in the state of Nevada on July 9, 2004, under the name
Amerivestors, Inc. On March 3, 2009, we changed our name to Gust Engineering &
Speed Production, Inc. and on October 27, 2009, we changed our name to Energy
Management International, Inc. Effective August 16, 2021, we changed our name to
DH Enchantment, Inc., our current name.



Since inception to 2018, the Company posted periodic reports on the OTCMarkets
website under the alternative reporting standard with the 12/31/2010 Quarterly
Report being the last report. Thereafter, the Company ceased reporting and
failed to file its Annual list due July 31, 2019 with the Nevada Secretary of
State. This resulted in the revocation of the Company's corporate charter.



In November, 2020, Barbara McIntyre Bauman in her capacity as a stockholder of
the Company applied for custodianship of the Company with the District Court
sitting in Clark County, Nevada (the "Court") to revive the Company. Ms. Bauman
was ultimately appointed by the Court to serve as custodian of the Company on
January 11, 2021. Ms. Bauman served as the custodian until April 19, 2021, when
Ms. Bauman's motion to terminate custodianship of the Company was granted by the
Court. A copy of the court records relating to the application and termination
of custodianship of the Company are attached as Exhibit 99.1 hereto.



In connection with serving as the custodian, Ms. Bauman was appointed to serve
as the sole executive officer and director of the Company effective January 11,
2021. Ms. Bauman subsequently returned the Company to Good Standing Status with
the Nevada Secretary of State and caused the Company to re-commence posting
periodic reports on the OTC Markets website under the alternative reporting
standard. On March 2, 2021, the Company issued to Ms. Bauman 400,000,000 shares
of common stock for repayment of related party debt totaling $6,610. On February
22, 2021, the Company issued to Ms. Bauman 3,500,000 shares of Series A
Preferred Stock, for repayment of the related party debt totaling $4,403. These
debts were incurred in connection with reviving and maintaining the Company.



On May 13, 2021, Ms. Bauman sold 400,000,000 shares of the Company's common
stock and 3,500,000 shares of the Company's Series A Preferred Stock to Sally
Kin Yi LO and Daily Success Development Ltd. for aggregate consideration of
Three Hundred Forty Thousand Dollars ($340,000). In connection with the
acquisition, Ms. Bauman resigned from her positions as Chief Executive Officer
and Chief Operating Officer and Sally Kin Yi LO was appointed to serve as our
Chief Executive Officer, Chief Financial Officer, Secretary and director. It is
our understanding that the purchasers are not U.S. Persons within the meaning of
Regulations S. Accordingly, the Shares are being sold pursuant to the exemption
provided by Section 4(a)(2) of the Securities Act of 1933, as amended,
Regulation D and Regulation S promulgated thereunder.



Effective July 1, 2021, Daily Success Development Limited converted 520,000
shares of its Series A Preferred Stock into 41,600,000 shares of Common Stock.
As a result, Daily Success Development Limited holds 468,000,000 Common Shares
(56.30%) and 1,755,000 Series A Preferred Shares (56.30%).









  20






Effective July 1, 2021, Sally Lo converted 280,000 shares of its Series A
Preferred Stock into 22,400,000 shares of Common Stock. As a result, Sally Lo
holds 252,000,000 Common Shares (30.31%) and 945,000 Series A Preferred Shares
(30.29%).

Acquisition of DH Investment Group Limited ("DHIG"), Our Testing Business





On July 26, 2021, we acquired all of the issued and outstanding shares of DH
Investment Group Limited, a limited liability company organized under the laws
of the British Virgin Islands ("DHIG"), from its shareholders Sally Lo and Daily
Success Development Limited in exchange for 100,000 shares of our Series B
Preferred Stock. DHIG operates its COVID-19 antigen testing business through its
wholly owned subsidiary Ho Shun Yi Limited, a limited liability company
organized under the laws of Hong Kong. In connection with the acquisition, each
of Sally Lo and Daily Success Development Limited received 35,000 and 65,000
shares of our Series B Convertible Preferred Stock, respectively. Each one (1)
shares of the Series B Convertible Preferred Stock is convertible ten (10)
shares of our Common Stock. The Company relied on the exemption from
registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S
promulgated under the Act in selling the Company's securities to the
shareholders of DHIG.



Prior to the Share Exchange, the Company was considered as a shell company due
to its nominal assets and limited operation. The transaction was treated as a
recapitalization of the Company.



The Share Exchange between the Company and DHIC that was effectuated on July 26,
2021, was deemed as a merger of entities under common control of which Miss
Sally Kin Yi LO is the common director and shareholder of both the Company and
DHIG. Under the guidance in ASC 805 for transactions between entities under
common control, the assets, liabilities and results of operations, are
recognized at their carrying amounts on the date of the Share Exchange, which
required retrospective combination of the Company and DHIG for all periods
presented.



As a result of our acquisition of DHIG, we entered into the COVID-19 antigen
testing business. We intend to make additional acquisitions in the same industry
and hope to expand into other territories such as China. We also hope to make
opportunistic acquisitions in other industries in the future, regardless of
whether such industries relate to the COVID-19 antigen testing business.



On June 29, 2021, our Board of Directors authorized and approved the amendment
and restatement of our Articles of Incorporation to: (i) change our name to DH
Enchantment Inc.; and (ii) amend the powers, rights and designation of the
Series A Convertible Preferred Stock; and (iii) effectuate a 5:1 reverse split,
all of which became effective on August 16, 2021. After the amendment, holders
of the Series A Convertible Preferred Stock are no longer: (i) entitled to
receive dividends or other distributions; (ii) entitled to vote on matters
submitted to a vote of the stockholders; and (iii) able to convert the Series A
Convertible Preferred Stock into common stock or any other securities of the
corporation. All share and per share information in this financial statements
and footnotes have been retroactively adjusted for the periods and years
presented, unless otherwise indicated, to give effect to the reverse stock
split.

On June 29, 2021, the Board of Directors of the Company also approved the designation of 10,000,000 shares of Series B Convertible Preferred Stock which took effect immediately.





Results of Operations

Comparison of the three months ended September 30, 2021 and September 30, 2020





The following table sets forth certain operational data for the periods
indicated:



                                         Three Months Ended September 30,
                                               2021                   2020
Revenues                              $               46,073         $     -
Cost of revenue                                      (34,495 )             -
Gross profit                                          11,578               -
General and administrative expenses                 (179,601 )           (30 )
Loss from operation                                 (168,023 )           (30 )
Other expense, net                                    (1,970 )             -
Income tax expense                                         -               -
Net loss                                            (169,993 )           (30 )








  21

Revenue. We generated revenues of $46,073 and $0 for the three months ended September 30, 2021 and 2020. We commenced operations from November 2020.

For the three months ended September 30, 2021, the following customers accounted for 10% or more of our total net revenues:





Customer name                             Three months ended September 30, 2021     September 30, 2021

Percentage Trade accounts


                                             Revenues             of revenues           receivable
Hong Kong Rehabilitation A & E
Association Limited                       $       11,811                    26%     $                 -
Uni-Alliance Limited                              11,672                   

25%                   1,395
                                          $       23,483                    51%     $             1,395

For the three months ended September 30, 2020, there were no customers.





Cost of Revenue. Cost of revenue for the three months ended September 30, 2021
and 2020, was $34,495 and $0, respectively. We commenced operations in November
2020.

For the three months ended September 30, 2021, the following vendor accounted for 10% or more of our total net cost of revenue:





Supplier name                                Three months ended September 30, 2021         September 30, 2021
                                             Cost of                  Percentage             Trade accounts
                                             Revenues             of cost of revenues            payable

Phase Scientific International Limited    $       34,495
      100%     $             3,783

For the three months ended September 30, 2020, there were no vendors.

Gross Profit. We achieved a gross profit of $11,578 and $0 for the three months ended September 30, 2021 and 2020, respectively.

We commenced operations from November 2020.

General and Administrative Expenses ("G&A"). We incurred G&A expenses of $179,601 and $30 for the three months ended September 30, 2021 and 2020, respectively. The increase in G&A is primarily attributable to the employment and other expenses.

Income Tax Expense. Our income tax expenses for the three months ended September 30, 2021 and 2020 were $0.

Comparison of the six months ended September 30, 2021 and September 30, 2020





The following table sets forth certain operational data for the periods
indicated:



                                         Six Months Ended September 30,
                                            2021                  2020
Revenues                              $         145,885       $           -
Cost of revenue                                (122,724 )                 -
Gross profit                                     23,161                   -

General and administrative expenses            (281,271 )            (8,610

)
Loss from operation                            (258,110 )            (8,610 )
Other expense, net                               (2,591 )                 -
Income tax expense                                    -                   -
Net loss                                       (260,701 )            (8,610 )








  22

Revenue. We generated revenues of $145,885 and $0 for the six months ended September 30, 2021 and 2020. We commenced operations from November 2020.

For the six months ended September 30, 2021, the following customers accounted for 10% or more of our total net revenues:





Customer name                              Six months ended September 30, 2021      September 30, 2021

Percentage Trade accounts


                                             Revenues             of revenues           receivable
Uni-Alliance Limited                      $       52,611                    36%     $             1,395
Kin Pharm Dispensary Limited                      28,680                    20%                       -
Hong Kong Rehabilitation A & E
Association Limited                               25,730                    18%                       -
                                          $      107,021                    74%     $             1,395

For the six months ended September 30, 2020, there were no customers.





Cost of Revenue. Cost of revenue for the six months ended September 30, 2021 and
2020, was $122,724 and $0, respectively. We commenced operations in November
2020.

For the six months ended September 30, 2021, the following vendor accounted for 10% or more of our total net cost of revenue:





Supplier name                                 Six months ended September 30, 2021          September 30, 2021
                                             Cost of                  Percentage             Trade accounts
                                             Revenues             of cost of revenues            payable

Phase Scientific International Limited    $      122,724
      100%     $             3,783

For the six months ended September 30, 2020, there were no vendors.

Gross Profit. We achieved a gross profit of $23,161 and $0 for the six months ended September 30, 2021 and 2020, respectively.

We commenced operations from November 2020.

General and Administrative Expenses ("G&A"). We incurred G&A expenses of $281,271 and $8,610 for the six months ended September 30, 2021 and 2020, respectively. The increase in G&A is primarily attributable to the employment and other expenses.

Income Tax Expense. Our income tax expenses for the six months ended September 30, 2021 and 2020 were $0.

Liquidity and Capital Resources

We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.

September 30,     September 30,
                                                           2021               2020

Net cash used in operating activities                  $    (210,337 )   $       (8,610 )
Net cash provided by investing activities                          -

-


Net cash provided by financing activities                    212,822       

     22,082








  23

Net Cash Used In Operating Activities.





For the six months ended September 30, 2021, net cash used in operating
activities was $210,337, which consisted primarily of a net loss of $260,701, a
decrease in prepayments and other receivables of $197 and offset by an increase
in accrued liabilities and other payables of $50,167.

For the six months ended September 30, 2020, net cash was used in operating activities was $8,610, which consisted primarily of a net loss of $8,610.

We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions.

Net Cash Provided By Investing Activities.

For the six months ended September 30, 2021 and 2020, no net cash was provided by investing activities.

Net Cash Provided By Financing Activities.


For the six months ended September 30, 2021, net cash provided by financing
activities was $212,822, which consisting of advances from a director of $2,213,
advances from a shareholder of $133,557 and proceed from issuance of promissory
notes of $77,052.



For the six months ended September 30, 2020, net cash was provided by financing
activities was $22,082, which consisting primarily of advances from a director
of $22,082.

Off-Balance Sheet Arrangements

We are not party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.

Contractual Obligations and Commercial Commitments





We had the following contractual obligations and commercial commitments as of
September 30, 2021:



                                           Less than 1                                              More than 5

Contractual Obligations      Total            Year            1-3 Years          3-5 Years             Years
                               $                $                 $                  $                   $
Amounts due to related
parties                    $  199,657     $     199,657     $            -     $            -     $             -
Promissory notes,
related parties                77,052            77,052                  -                  -                   -
Commercial commitments              -                 -                  -                  -                   -
Bank loan repayment                 -                 -                  -                  -                   -
Total obligations          $  276,709     $     276,709     $            -     $            -     $             -










  24

Critical Accounting Policies and Estimates





The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires our management to make
assumptions, estimates and judgments that affect the amounts reported, including
the notes thereto, and related disclosures of commitments and contingencies, if
any. We have identified certain accounting policies that are significant to the
preparation of our financial statements. These accounting policies are important
for an understanding of our financial condition and results of operations.
Critical accounting policies are those that are most important to the
presentation of our financial condition and results of operations and require
management's subjective or complex judgment, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain and may
change in subsequent periods. Certain accounting estimates are particularly
sensitive because of their significance to financial statements and because of
the possibility that future events affecting the estimate may differ
significantly from management's current judgments. We believe the following
accounting policies are critical in the preparation of our financial statements.



  l Use of estimates and assumptions




In preparing these combined and consolidated financial statements, management
makes estimates and assumptions that affect the reported amounts of assets and
liabilities in the balance sheet and revenues and expenses during the years
reported. Actual results may differ from these estimates.



  l Basis of consolidation





The combined and consolidated financial statements include the accounts of ENMI
and its subsidiaries. All significant inter-company balances and transactions
within the Company have been eliminated upon consolidation.



  l Cash and cash equivalents




Cash and cash equivalents are carried at cost and represent cash on hand, demand
deposits placed with banks or other financial institutions and all highly liquid
investments with an original maturity of three months or less as of the purchase
date of such investments.



  l Revenue recognition




The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue
from Contracts with Customers (Topic 606) ("ASU 2014-09") using the full
retrospective transition method. The Company's adoption of ASU 2014-09 did not
have a material impact on the amount and timing of revenue recognized in its
financial statements.



Under ASU 2014-09, the Company recognizes revenue when control of the promised
goods or services is transferred to customers, in an amount that reflects the
consideration the Company expects to be entitled to in exchange for those goods
or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:





     ·  identify the contract with a customer;
     ·  identify the performance obligations in the contract;
     ·  determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and


     ·  recognize revenue as the performance obligation is satisfied.










  25






  l Cost of revenue

Cost of revenue consists primarily of the cost of goods sold, which are directly attributable to the sales of COVID-19 rapid tester products.





  l Income taxes




The Company adopted the ASC 740 Income taxprovisions of paragraph 740-10-25-13,
which addresses the determination of whether tax benefits claimed or expected to
be claimed on a tax return should be recorded in the combined and consolidated
financial statements. Under paragraph 740-10-25-13, the Company may recognize
the tax benefit from an uncertain tax position only if it is more likely than
not that the tax position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The tax benefits
recognized in the combined and consolidated financial statements from such a
position should be measured based on the largest benefit that has a greater than
fifty percent (50%) likelihood of being realized upon ultimate settlement.
Paragraph 740-10-25-13 also provides guidance on de-recognition, classification,
interest and penalties on income taxes, accounting in interim periods and
requires increased disclosures. The Company had no material adjustments to its
liabilities for unrecognized income tax benefits according to the provisions of
paragraph 740-10-25-13.




The estimated future tax effects of temporary differences, if any, between the
tax basis of assets and liabilities are reported in the accompanying balance
sheets, as well as tax credit carry-backs and carry-forwards. The Company
periodically reviews the recoverability of deferred tax assets recorded on its
balance sheets and provides valuation allowances as management deems necessary.



  l Foreign currencies translation




Transactions denominated in currencies other than the functional currency are
translated into the functional currency at the exchange rates prevailing at the
dates of the transaction. Monetary assets and liabilities denominated in
currencies other than the functional currency are translated into the functional
currency using the applicable exchange rates at the balance sheet dates. The
resulting exchange differences are recorded in the combined and consolidated
statement of operations.



The reporting currency of the Company is United States Dollar ("US$") and the
accompanying combined and consolidated financial statements have been expressed
in US$. In addition, the Company is operating in Hong Kong and maintains its
books and record in its local currency, Hong Kong Dollars ("HKD"), which is its
functional currency, being the primary currency of the economic environment in
which their operations are conducted. In general, for consolidation purposes,
assets and liabilities of its subsidiary whose functional currency is not US$
are translated into US$, in accordance with ASC Topic 830-30, "Translation of
Financial Statement", using the exchange rate on the balance sheet date.
Revenues and expenses are translated at average rates prevailing during the
period. The gains and losses resulting from translation of financial statements
of foreign subsidiary are recorded as a separate component of accumulated other
comprehensive income within the statements of changes in stockholder's equity.



  l Comprehensive income





ASC Topic 220, "Comprehensive Income", establishes standards for reporting and
display of comprehensive income, its components and accumulated balances.
Comprehensive income as defined includes all changes in equity during a period
from non-owner sources. Accumulated other comprehensive income, as presented in
the accompanying combined and consolidated statements of changes in
stockholders' equity, consists of changes in unrealized gains and losses on
translation of functional currencies to presentation currency. This
comprehensive income is not included in the computation of income tax expense or
benefit.









  26






  l Segment reporting




ASC Topic 280, "Segment Reporting" establishes standards for reporting
information about operating segments on a basis consistent with the Company's
internal organization structure as well as information about geographical areas,
business segments and major customers in combined and consolidated financial
statements. For the six months ended September 30, 2021 and 2020, the Company
operates in one reportable operating segment in Hong Kong.



  l Retirement plan costs




Contributions to retirement plans (which are defined contribution plans) are
charged to general and administrative expense in the accompanying statements of
operation as the related employee service is provided.



  l Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.


Pursuant to section 850-10-20 the related parties include a) affiliates of the
Company; b) entities for which investments in their equity securities would be
required, absent the election of the fair value option under the Fair Value
Option Subsection of section 825-10-15, to be accounted for by the equity method
by the investing entity; c) trusts for the benefit of employees, such as pension
and Income-sharing trusts that are managed by or under the trusteeship of
management; d) principal owners of the Company; e) management of the Company; f)
other parties with which the Company may deal if one party controls or can
significantly influence the management or operating policies of the other to an
extent that one of the transacting parties might be prevented from fully
pursuing its own separate interests; and g) other parties that can significantly
influence the management or operating policies of the transacting parties or
that have an ownership interest in one of the transacting parties and can
significantly influence the other to an extent that one or more of the
transacting parties might be prevented from fully pursuing its own separate
interests.



The combined and consolidated financial statements shall include disclosures of
material related party transactions, other than compensation arrangements,
expense allowances, and other similar items in the ordinary course of business.
However, disclosure of transactions that are eliminated in the preparation of
consolidated or combined financial statements is not required in those
statements. The disclosures shall include: a) the nature of the relationship(s)
involved; b) a description of the transactions, including transactions to which
no amounts or nominal amounts were ascribed, for each of the periods for which
income statements are presented, and such other information deemed necessary to
an understanding of the effects of the transactions on the financial statements;
c) the dollar amounts of transactions for each of the periods for which income
statements are presented and the effects of any change in the method of
establishing the terms from that used in the preceding period; and d) amount due
from or to related parties as of the date of each balance sheet presented and,
if not otherwise apparent, the terms and manner of settlement.



  l Commitments and contingencies




The Company follows the ASC 450-20, Commitmentsto report accounting for
contingencies. Certain conditions may exist as of the date the financial
statements are issued, which may result in a loss to the Company but which will
only be resolved when one or more future events occur or fail to occur. The
Company assesses such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to
legal proceedings that are pending against the Company or un-asserted claims
that may result in such proceedings, the Company evaluates the perceived merits
of any legal proceedings or un-asserted claims as well as the perceived merits
of the amount of relief sought or expected to be sought therein.









  27






If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the liability can be estimated, then
the estimated liability would be accrued in the Company's consolidated financial
statements. If the assessment indicates that a potentially material loss
contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, and an
estimate of the range of possible losses, if determinable and material, would be
disclosed.



Loss contingencies considered remote are generally not disclosed unless they
involve guarantees, in which case the guarantees would be disclosed. Management
does not believe, based upon information available at this time that these
matters will have a material adverse effect on the Company's financial position,
results of operations or cash flows. However, there is no assurance that such
matters will not materially and adversely affect the Company's business,
financial position, and results of operations or cash flows.



  l Fair value of financial instruments





The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification
("Paragraph 820-10-35-37") to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards
Codification establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value
measurements and related disclosures, paragraph 820-10-35-37 of the FASB
Accounting Standards Codification establishes a fair value hierarchy which
prioritizes the inputs to valuation techniques used to measure fair value into
three (3) broad levels. The fair value hierarchy gives the highest priority to
quoted prices (unadjusted) in active markets for identical assets or liabilities
and the lowest priority to unobservable inputs. The three (3) levels of fair
value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting
Standards Codification are described below:

Level 1 Quoted market prices available in active markets for identical assets or

liabilities as of the reporting date.

Level 2 Pricing inputs other than quoted prices in active markets included in

Level 1, which are either directly or indirectly observable as of the

reporting date.

Level 3 Pricing inputs that are generally observable inputs and not corroborated


          by market data.




Financial assets are considered Level 3 when their fair values are determined
using pricing models, discounted cash flow methodologies or similar techniques
and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Recently Issued Accounting Pronouncements


In December 2019, the Financial Accounting Standards Board ("FASB") issued
Accounting Standard Update ("ASU") 2019-12, "Simplifying the Accounting for
Income Taxes." The standard is expected to reduce cost and complexity related to
accounting for income taxes. The new guidance eliminates certain exceptions and
clarifies and amends existing guidance to promote consistent application among
reporting entities. Depending on the amended guidance within this standard,
adoption is to be applied on a retrospective, modified retrospective or
prospective basis. The Company adopted this standard effective January 1, 2021,
and the adoption did not have a material effect on the Company's consolidated
financial statements.









  28







In January 2020, the FASB issued ASU 2020-01, "Clarifying the Interactions
between Topic 321, Topic 323, and Topic 815." The new guidance clarifies the
interactions between accounting standards that apply to equity investments
without readily determinable fair values. Specifically, it addresses the
accounting for the transition into and out of the equity method. The Company
adopted this standard effective January 1, 2021 on a prospective basis, and the
adoption did not have a material effect on the Company's consolidated financial
statements.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

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