Overview

Historically, our primary operations involved the design, manufacture and distribution of a line of proprietary high and low temperature dyeing and finishing machinery to the textile industry, which was terminated in December, 2019.





With the termination of the manufacturing businesses, we are actively exploring
other new ventures and opportunities that could contribute to our business

in
the future.



Given the termination of our manufacturing business, we continued to pursue what
we believe are high growth opportunities for the Company, particularly our new
business divisions focused on the development of sharing economy platforms and
related rental businesses within the company. These initiatives are still in an
early stage and are dependent in large part on availability of capital to fund
their future growth. We did not generate significant revenues from our sharing
economy business initiatives in 2021 or during the six months ended June 30,
2022.



Recent developments



Inspirit Studio



During the quarterly period, BuddiGo, the sharing economy mobile platform
developed by our wholly-owned subsidiary Inspirit Studio Limited ("Inspirit
Studio"), continuously promoted its service to the local market in Hong Kong.
BuddiGo offers a wide range of errand services. Currently, about 80 percent of
the orders received are for on-demand urgent delivery of items such as
documents, flowers and cakes. Food delivery services are also available. During
the period from June 2018 to June 30, 2019, over 1,200 individuals have
officially registered as sell-side buddies, who completed over 600 delivery
orders from June 2018 to June 30, 2020, majority orders were happened in the
third quarter of year 2018. In addition, BuddiGo has signed up with a number of
local business partners to provide ongoing delivery services for these clients.
BuddiGo's goal is to connect with the community and deliver localized content
featuring BuddiGo's core features and advantages. BuddiGo is actively seeking
strategic investors or collaborative parties who are enthusiastic about its
business model and can help achieve its business targets and expand into
different countries.



3D Discovery Co. Limited



Our wholly-owned subsidiary 3D Discovery, an IT service provider that develops
virtual tours for the real estate, hospitality and interior design industries.
3D Discovery's space capturing and modeling technology is already used by some
of Hong Kong's leading property agencies to provide their clients with a truly
immersive, first-hand experience of a physical space while saving them time and
money. According to Goldman Sachs, the Real Estate virtual reality industry is
predicted to reach $2.6 billion in 2025, supported by a potential user base of
over 1.4 million registered real estate agents in some of the world's largest
markets. Apart from its existing profitable operations, 3D Discovery is
developing a mobile app, Autocap, which allows users to create an interactive
virtual tour of a physical space by using a mobile phone camera.



3D Discovery successfully completed a number of projects during the year. First,
its "3D Virtual Tours in Hong Kong" generated about 1,371,000 impressions in
2018. In addition, 3D Discovery partnered with Midland Realty, one of the
largest real estate agencies in Hong Kong, to establish the "Creation 200 3D
Virtual Tours."



EC Advertising Limited



We started meeting with a number of potential clients and anticipate that this
advertising company will launch several marketing campaigns. In order to
maximize our exposure to the potential clients in Mainland China, we are
developing a strategic media plan which will cover major cities in Mainland
China such as Beijing, Shanghai, Guangzhou and Shenzhen. Major banks, real
estate developers and consumer products manufacturers and retailers are our
target clients. More importantly, our presence in Mainland China can facilitate
the rollout of franchise programs of our business units, which is one of the
revenue drivers for the Company.



                                       20





ECrent Platform Business


In December 2019, we acquired the ECrent global businesses.

Going forward, we will continue targeting the technology and global sharing economy markets, by developing online platforms and rental business partnerships that will drive the global development of sharing through economical rental business models.

Critical Accounting Policies and Estimates





Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with GAAP. The preparation of these consolidated financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. We continually evaluate our estimates,
including those related to bad debts, inventories, recovery of long-lived
assets, income taxes and the valuation of equity transactions.



We base our estimates on historical experience and on various other assumptions
that we believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Any future changes
to these estimates and assumptions could cause a material change to our reported
amounts of revenues, expenses, assets and liabilities. Actual results may differ
from these estimates under different assumptions or conditions. We believe the
following critical accounting policies affect our more significant judgments and
estimates used in the preparation of the consolidated financial statements.




Accounts Receivable



We have a policy of reserving for uncollectible accounts based on our best
estimate of the amount of probable credit losses in our existing accounts
receivable. We periodically review our accounts receivable to determine whether
an allowance is necessary based on an analysis of past due accounts and other
factors that may indicate that the realization of an account may be in doubt.
Account balances deemed to be uncollectible are charged to the allowance after
all means of collection have been exhausted and the potential for recovery

is
considered remote.



As a basis for estimating the likelihood of collection has been established, we
consider a number of factors when determining reserves for uncollectable
accounts. We believe that we use a reasonably reliable methodology to estimate
the collectability of our accounts receivable. We review our allowances for
doubtful accounts on at least a quarterly basis. We also consider whether the
historical economic conditions are comparable to current economic conditions. If
the financial condition of our customers or other parties that we have business
relations with were to deteriorate, resulting in an impairment of their ability
to make payments, additional allowances may be required.



Property and Equipment


Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows:





                                  Useful Life
Office equipment and furniture       5 Years
Vehicles                             5 Years
Vessels                              5 Years




The cost of repairs and maintenance is expensed as incurred; major replacements
and improvements are capitalized. When assets are retired or disposed of, the
cost and accumulated depreciation are removed from the accounts, and any
resulting gains or losses are included in the statements of income and
comprehensive income in the year of disposition.



We examine the possibility of decreases in the value of fixed assets when events
or changes in circumstances reflect the fact that their recorded value may not
be recoverable. We recognize an impairment loss when the sum of expected
undiscounted future cash flows is less than the carrying amount of the asset.



                                       21





Stock-based Compensation



FASB's ASC Topic 718, "Stock Compensation" ("ASC Topic 718"), prescribes
accounting and reporting standards for all stock-based payment transactions in
which employee and non-employee services are acquired. The Company measures the
cost of employee and non-employee services received in exchange for an award of
equity instruments based on the grant-date fair value of the award.



The Company estimates the fair value of each restricted stock award as of the
date of grant using the closing price as reported by the OTC Markets Group Inc.
on the date of grant. The fair value determined represents the cost for the
award and is recognized over the vesting period during which an employee is
required to provide service in exchange for the award. The Company accounts for
forfeitures of restricted stock as they occur.



Currency Exchange Rates


Our functional currency is the U.S. dollar, and the functional currency of our operating subsidiaries is the RMB and Hong Kong Dollar.





Our exposure to foreign exchange risk primarily relates to currency gains or
losses resulting from timing differences between signing of sales contracts and
settling of these contracts. Furthermore, we translate monetary assets and
liabilities denominated in other currencies into RMB, the functional currency of
our operating subsidiary. Our results of operations and cash flow are translated
at average exchange rates during the period, and assets and liabilities are
translated at the unified exchange rate at the end of the period. Translation
adjustments resulting from this process are included in accumulated other
comprehensive income in our statement of shareholders' equity. We have not used
any forward contracts, currency options or borrowings to hedge our exposure to
foreign currency exchange risk. We cannot predict the impact of future exchange
rate fluctuations on our results of operations and may incur net foreign
currency losses in the future.



Our financial statements are expressed in U.S. dollars, which is the functional
currency of our parent company. The functional currency of our operating
subsidiaries and affiliates is RMB and the Hong Kong dollar. To the extent we
hold assets denominated in U.S. dollars, any appreciation of the RMB or HKD
against the U.S. dollar could result in a charge in our statement of operations
and a reduction in the value of our U.S. dollar denominated assets. On the other
hand, a decline in the value of RMB or HKD against the U.S. dollar could reduce
the U.S. dollar equivalent amounts of our financial results.



Recent Accounting Pronouncements





In December 2019, the FASB issued Accounting Standards 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.



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.





                                       22





RESULTS OF OPERATIONS


Three months ended June 30, 2022 and 2021

The following table sets forth the results of our operations for the three months ended June 30, 2022 and 2021:





                                                                         Three Months ended
                                                                              June 30,
                                                                        2022             2021
Revenues                                                            $    124,413     $     42,078
Cost of revenues                                                               -                -
Gross profit                                                             124,413           42,078
Operating expenses                                                     1,472,523        1,653,162
Loss from operations                                                  (1,348,110 )     (1,611,084 )
Other (expense) income, net                                             (150,533 )        295,959
Loss from continuing operations before provision for income taxes     (1,498,643 )     (1,315,125 )
Provision for income taxes                                                 

-


Net loss                                                            $ 

(1,498,643 ) $ (1,315,125 )






Revenues.



During the three months ended June 30, 2022, we recognized revenues from our
sharing economy business of $124,413 compared to $42,078 for the three months
ended June 30, 2021, an increase of $82,335, or 195%.



Cost of revenues.


No cost incurred during the three months ended June 30, 2022 and June 30, 2021, respectively.

Gross profit and gross margin.





Our gross profit was $124,413 for the three months ended June 30, 2022 as
compared to gross profit of $42,078 for the three months ended June 30, 2021,
representing gross margins of 100% and 100%, respectively. No change as compared
to last year.



Operating expenses.



For the three months ended June 30, 2022, operating expenses were $1,472,523 was
compared to $1,653,162 for the three months ended June 30, 2021, a decrease of
$180,639 or 10.9%, due to decrease in selling, general and administrative
expense.



Loss from operations.



As a result of the factors described above, for the three months ended June 30,
2022, loss from operations amounted to $1,348,110 as compared to $1,611,084 for
the three months ended June 30, 2021.



                                       23





Other income (expense).



For the three months ended June 30, 2022, total other expense, net, amounted to
$150,533 as compared to other income, net, of $295,959 for the three months
ended June 30, 2021, a decrease of $446,492. The decrease in other income, net,
was primarily increase in unrealized loss on sale of marketable securities in
the three months ended June 30, 2022.



Income tax provision.


Income tax expense was $0 for the three months ended June 30, 2022 and 2021.





Net loss.



As a result of the foregoing, our net loss was $1,498,643, or $(0.00) per share
(basic and diluted), for the three months ended June 30, 2022 as compared with
net loss of $1,315,125, or $(0.00) in the three months ended June 30, 2021.

The following table sets forth the results of our operations for the six months ended June 30, 2022 and 2021:





                                                                          Six Months ended
                                                                              June 30,
                                                                        2022             2021
Revenues                                                            $    181,471     $    130,285
Cost of revenues                                                               -                -
Gross profit                                                             181,471          130,285
Operating expenses                                                     1,975,279        2,082,504
Loss from operations                                                  (1,793,808 )     (1,952,219 )
Other (expense) income, net                                             (488,838 )        405,868
Loss from continuing operations before provision for income taxes     (2,282,646 )     (1,546,351 )
Provision for income taxes                                                     -
Net loss                                                            $ (2,282,646 )   $ (1,546,351 )




Revenues.


During the six months ended June 30, 2022, we recognized revenues from our sharing economy business of $181,471 compared to $130,285 for the six months ended June 30, 2021, an increase of $51,186, or 39%.





Cost of revenues.


No cost incurred during the six months ended June 30, 2022 and 2021.

Gross profit and gross margin.





Our gross profit was $181,471 for the six months ended June 30, 2022 as compared
to gross profit of $130,285 for the six months ended June 30, 2021, representing
gross margins of 100% and 100%, respectively. No change compared to last year.



Operating expenses.



For the six months ended June 30, 2022, operating expenses were $1,975,279 was
compared to $2,082,504 for the six months ended June 30, 2021, a decrease of
$107,225, or 5.2%, due to a decrease in selling, general and administrative

expense.



                                       24





Loss from operations.



As a result of the factors described above, for the six months ended June 30,
2022, loss from operations amounted to $750,073 as compared to $1,952,219 for
the six months ended June 30, 2021.



Other income (expense).



Other income (expense) includes interest income, interest expense, foreign
currency transaction gain (loss), gain on disposal of marketable securities,
loss on disposal of a subsidiary, and other income. For the six months ended
June 30, 2022, total other expense, net, amounted to $488,838 as compared to
other income, net, of $405,868 for the six months ended June 30, 2021, a
decrease of $894,706. The decrease in other income, net, was primarily increase
in unrealized loss on sale of marketable securities in the six months ended
June
30, 2022.



Income tax provision.


Income tax expense was $0 for the six months ended June 30, 2022 and 2021.





Net loss.



As a result of the foregoing, our net loss was $2,282,646, or $(0.00) per share
(basic and diluted), for the six months ended June 30, 2022 as compared with net
loss $1,546,351, or $(0.00) for the six months ended June 30, 2021.



Liquidity and Capital Resources

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

As of June 30, 2022 and December 31, 2021, we had cash and cash equivalents of approximately $506,565 and $66,273, respectively.





The following table sets forth a summary of our cash flows for the periods as
indicated:



                                                                   For the Six Months
                                                                          ended
                                                                        June 30,
                                                                  2022            2021

Net cash used in operating activities                          $ (775,250 )   $   (802,753 )
Net cash provided by (used in) investing activities            $  240,524     $   (724,349 )
Net cash provided by financing activities                      $  969,852     $    320,062
Effect of exchange rate changes on cash and cash equivalents   $    5,166     $    (17,057 )
Net increase (decrease) in cash and cash equivalents           $  440,292     $ (1,805,417 )
Cash and cash equivalents at beginning of period               $   66,273     $  1,805,417
Cash and cash equivalents at end of period                     $  506,565
  $    581,320

The following table sets forth a summary of changes in our working capital from December 31, 2021 to June 30, 2022:





                                                               Change in
                              June 30,       December 31,       Working       Percentage
                                2022             2021           Capital         Change
Working capital:
Total current assets        $  3,906,250     $   4,139,415     $ (233,165 )          17.8 %
Total current liabilities     12,515,350        12,265,428        249,922             2.0 %
Working capital             $ (8,609,100 )   $  (8,126,013 )   $ (483,087 )          (6.0 )%



Working Capital. Total working capital deficit as of June 30, 2022 amounted to approximately $8.6 million, as compared to approximately $8.1 million as of December 31, 2021. The decrease in working capital deficit was due to the settlement of debt upon stock conversion.





                                       25





Net cash used in operating activities was $775,250 for the six months ended June
30, 2022, and consisted primarily of a net loss of $2,282,646, adjusted for
depreciation and amortization of $78,652, gain on disposal of property, plant
and equipment of $25,197, unrealized loss on marketable securities of $596,980,
loss on disposal of marketable securities of $26,885, stock-based consultancy
fees of $240,000, stock-based director's remuneration of $803,735, an increase
in accounts receivable of $75,582, a decrease in prepaid expenses and other
receivables of $127,353, an increase in accounts payable and accrual of $9,179,
and an increase in other payable of $29,575.



Net cash flow provided by investing activities was $240,524 for the six months
ended June 30, 2022 as compared to, net cash flow used in investing activities
was $724,349 for the six months ended June 30, 2021. For the six months ended
June 30, 2022, net cash flow used in investing activities was purchase of
marketable securities of $171,257, proceeds from sale of marketable securities
of $144,004, proceed from disposal of property, plant and equipment of $30,692
and dividend received of $245,034.



Net cash flow provided by financing activities was $969,852 for the six months
ended June 30, 2022 as compared to $320,062 for the six months ended June 30,
2021. During the six months ended June 30, 2022, we received advances from
related party of $501,955 and proceeds from bank loan of $666,704, offset by
repayments for bank loans of approximately $198,807. During the six months ended
June 30, 2022, we received advances from related party of $149,884 and proceeds
from issuance of note payable of $230,770, offset by repayments for bank loans
of approximately $60,592.



We have historically funded our capital expenditures through cash flow provided
by operations and bank loans. We intend to fund the cost by obtaining financing
mainly from local banking institutions with which we have done business in the
past. We believe that the relationships with local banks are in good standing
and we have not encountered difficulties in obtaining needed borrowings from
local banks.


Contractual Obligations and Off-Balance Sheet Arrangements





Contractual Obligations



We have certain fixed contractual obligations and commitments that include
future estimated payments. Changes in our business needs, cancellation
provisions, changing interest rates, and other factors may result in actual
payments differing from the estimates. We cannot provide certainty regarding the
timing and amounts of payments. We have presented below a summary of the most
significant assumptions used in our determination of amounts presented in the
tables, in order to assist in the review of this information within the context
of our consolidated financial position, results of operations, and cash flows.
The following tables summarize our contractual obligations as of June 30, 2022,
and the effect these obligations are expected to have on our liquidity and cash
flows in future periods.



                                                     Payments Due by Period
                                             Less than
Contractual obligations:      Total           1 year         1-3 years       3-5 years       5+ years
Bank loans                 $ 10,843,600     $ 5,428,151     $ 5,415,449     $         -     $        -
Convertible note (1)          1,553,847       1,553,847               -               -              -
Total                      $ 12,397,447     $ 6,981,998     $ 5,415,449     $         -     $        -



(1) Convertible note is currently in default with the outstanding balance of

$1,553,847 in principal and $868,607 accrued interest on June 30, 2022. At

the date of filing, both parties have not reached into the mutual agreement.






                                       26




Off-balance Sheet Arrangements





We have not entered into any other financial guarantees or other commitments to
guarantee the payment obligations of any third parties. We have not entered into
any derivative contracts that are indexed to our shares and classified as
shareholder's equity or that are not reflected in our consolidated financial
statements. Furthermore, we do not have any retained or contingent interest in
assets transferred to an unconsolidated entity that serves as credit, liquidity
or market risk support to such entity. We do not have any variable interest in
any unconsolidated entity that provides financing, liquidity, market risk or
credit support to us or engages in leasing, hedging or research and development
services with us.



Inflation


The effect of inflation on our revenue and operating results was not significant.

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