This Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in "Item 8. Financial Statements and Supplementary Data."






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Overview



We have yet to commence planned operations to any significant measure. As of the date of this annual report, we, have had only limited start-up operations and have not generated revenues. We will not be profitable until we derive sufficient revenues and cash flows from sales of silicon energy clothing products. Our administrative office is located at 6F., No.364, Sec. 5, Zhongxiao E. Road, Xinyi District Taipei City, 11060, Taiwan (Republic of China). Our fiscal year ends on is December 31.

As of the date of this annual report, we have not sold any silicon energy clothing nor have we generated any revenue from operations.

We are a development stage company located in Taipei City, Taiwan. We plan to market and distribute in Taiwan silica energy clothing manufactured by Shinin Silica Corp., a Taiwanese corporation ("Shinin"). Generally, that clothing consists of men's and women's undergarments and related apparel. That clothing is made from an energy silicon fiber and yarn made from a fine nanoscale silicon powder and polymer materials which, together, result in a reactive energy material. Additionally, that clothing is bio-degradable and quick-drying.

We believe that we will be successful in selling high quality silica energy clothing products at economical prices because we plan to buy the product directly from Shinin at discounted prices. We plan to enter into agreements with clothing product suppliers and retailers in Taiwan, such as specialty stores and department stores. By moving those silica energy clothing products directly from Shinin to the supplier and/or retailer, we are able to avoid the costs and fees associated with housing and storing those silica energy clothing products, which will result in more profit for us and better prices for our customers.





Going Concern


The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company had limited operations since its incorporation. As of December 31, 2019, the Company has not emerged from the development stage. In view of these matters, the Company's ability to continue as a going concern is dependent upon the Company's ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from a loan commitment of $100,000 from Fang-Ying Liao, our president and sole director, which commitment is for 24 months, and all amounts lent by Ms. Fang-Ying Liao pursuant to that commitment shall not accrue interest and shall be payable on demand; provided however, such command will not be made prior to the expiration of that 24-month period after the date of that commitment, which date was April 1, 2018. The financial statements of the Company did not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. As shown in the accompanying financial statements, the Company has incurred net loss of $26,976 and $141,040 for the years ended December 31, 2019 and 2018, and had an accumulated deficit of $622,960 and $595,984 as of December 31, 2019 and 2018, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company faces all the risks common to companies at development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Company's losses raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its planned business. The Company plans to seek additional funds through private placements of its equity securities and/or capital contributions and loans from officer and director. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements included in the registration statement of which this prospectus is a part do not include any adjustments that might occur from this uncertainty.






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Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.





Classification


Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.





Cash and Cash Equivalents


Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.

Beneficial Conversion Feature

From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.





Fair Value Measurements


FASB ASC 820, "Fair Value Measurements" defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows:





    •   Level 1 - Inputs are quoted prices in active markets for identical assets
        or liabilities that the Company has the ability to access at the
        measurement date. Valuation of these instruments does not require a high
        degree of judgment as the valuations are based on quoted prices in active
        markets that are readily and regularly available.
    •   Level 2 - Inputs other than quoted prices in active markets that are
        either directly or indirectly observable as of the measurement date, such
        as quoted prices for similar assets or liabilities; quoted prices in
        markets that are not active; or other inputs that are observable or can be
        corroborated by observable market data for substantially the full term of
        the assets or liabilities.
    •   Level 3 - Valuations based on inputs that are unobservable and not
        corroborated by market data. The fair value for such assets and
        liabilities is generally determined using pricing models, discounted cash
        flow methodologies, or similar techniques that incorporate the assumptions
        a market participant would use in pricing the asset or liability.





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The carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents, prepaid expenses, accrued expenses, and due to shareholders, approximate fair value due to their relatively short maturities. The carrying value of the Company's notes payable and accrued interest approximates their fair value as the terms of the borrowing are consistent with current market rates.





Net Income (loss) per Share



Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the years ended December 31, 2019 and 2018, the Company did not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.





Income Taxes


The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements in Topic 820, Fair Value Measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements.





Results of Operations



The following presents the results of the Company for the year ended December 31, 2019, and 2018:

Net Revenues: We did not generate any revenue for the years ended December 31, 2019 and 2018. We have had limited business operations since incorporation.

General and Administrative Expenses: General and administrative expenses primarily consist of legal, accounting, and professional service fees. General and administrative expenses was $85,750 for the year ended December 31, 2019 as compared to $138,600 for the year ended December 31, 2018, representing a decrease of 52,850 or 38.13%. Such decrease was mainly attributable to the termination of consultant service.






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Loss from Operations: Loss from operations was $85,750 for the year ended December 31, 2019 as compared to $138,600 for the year ended December 31, 2018, representing a decrease of $52,850, or 38.13%. Such decrease was mainly due to the decrease in general and administrative expenses.

Other Income (Expenses): Other income (expenses) was $58,774 for the year ended December 31, 2019, as compared to $(2,440) for the year ended December 31, 2018, representing an increase of $61,214. Such increase was mainly because one of our consultants agreed to forgive the unpaid balance of $60,000 and we recorded the gain on forgiveness of debt as other income during the year ended December 31, 2019.

Net Loss: Net loss was $26,976 for the year ended December 31, 2019, as compared to $141,040 for the year ended December 31, 2018, representing a decrease of $114,064, or 80.87%. The decrease in net loss was a result of the reasons described above.

Liquidity and Capital Resources

As of December 31, 2019, we had working deficit of $33,091 as compared to working deficit of $7,456 as of December 31, 2018. Cash and cash equivalents were $9,972 at December 31, 2019.

Net cash used in operating activities was $23,145 during the year ended December 31, 2019, compared to $97,514 during the year ended December 31, 2018, representing a decrease of $74,369. The decrease in net cash used in operating activities for the year ended December 31, 2019 was primarily attributable to the decrease in net loss and increase in due to shareholders, partially offset by the gain on forgiveness of debt.

We did not have net cash flow provided by (used in) investing and financing activities during the year ended December 31, 2019 and 2018.

Net change in cash and cash equivalents was a decrease of $23,145 for the year ended December 31, 2019, compared to a decrease of $97,514 for the year ended December 31, 2018.





Capital Expenditures



Total capital expenditures during the years ended December 31, 2019 and 2018 were $0.





Inflation



Our opinion is that inflation has not had, and is not expected to have, a material effect on our operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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