You should read the following discussion and analysis in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this annual report on Form 10-K. In preparing the management's discussion and analysis, the registrant presumes that you have read or have access to the discussion and analysis for the preceding fiscal year.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to, any projections of earning, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions of performance; and statements of belief; and any statements of assumptions underlying any of the foregoing. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of ours to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: our ability to raise capital; and other factors referenced in the Form 10-K.

The use in this Form 10-K of such words as "believes", "plans", "anticipates", "expects", "intends", and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statements.

Although we believe that the expectations reflected in any of the forward-looking statements are reasonable, actual results could differ materially from those projected or assumed or any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.





9







Plan of Operations

Acquisition-Senior Living Facilities

On April 2, 2018, we entered into an Asset Purchase Agreement (the "APA") whereby the we will purchase land use rights, buildings, construction rights and other property rights located in Shanghai, China for a total purchase price of $36,991,173 (RMB 233,000,000 at exchange rate of 0.1587), for the purpose of operating senior living residences in Shanghai that will provide seniors with supportive, home life setting with care and services, including activities of daily living, life enrichment and health and wellness.

Acquisition-Aviation and Travel Agency

In April 2019, we entered into a Business Project Investment Agreement (the "Acquisition Agreement") with Palau Asia-Pacific International Aviation and Travel Agency consisting of Palau Asia Pacific Air Management Limited, Global Tourism Management Limited and Global (Guangzhou) Tourism Service Co., Ltd. (collectively the "Project Company") pursuant to which we will acquire 51% of the issued and outstanding capital stock of Project Company for $8,000,000, representing 49% of the Project Company's dividend distribution, voting rights and liquidation interest of assets. After payment of $3,000,000 in 2019, we decided to rescind agreement with above Project Company on September 8th 2020. According to the rescission agreement, we shall return the 51% stock ownership back to the Project Company and the Project Company shall deliver to us $285,514 and $733,200HK, thus both parties shall release each other from further liability. We have received $285,514 and $733,200 HK Dollar by the end of June 30, 2020.

Travel-and-living Business line

In March 2020, the Company established Sichuan HQDA Elderly Services Co., Ltd ("SHES"), the entity is intended to cooperate with the local hotels in Sichuan for providing travel-and-living services for seniors. The establishment of SHES is the first step of the Company's worldwide travel-and-living platform, Global Wellness Alliance ("GWA"), in which the seniors can choose the cities they would like to travel, and have their proper short-term living options in all kinds of well-being places. In addition, the Company is also intended to cooperate with the local hotels in Hainan Province, which is the second member city of the GWA platform.





Business Apartment Service

In February 2021, the Company subtracted with Shanghai Jinhong Business Hotel Co., Ltd. (SHJH) for leasing the partial of the senior living residences and the related street and building property. SHJH subleases the rooms to the single independent residents, which are not limited to senior residents, and operate as the business apartment. The purpose of operating business apartment service is for creating the various home life styles and most importantly, helping the Company generate the stable and positive cash flow for the development of its main business - senior living industry.





Going Concern

The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We generated a net loss of $1,262,355 for the year ended June 30, 2021 and $4,756,825 for the year ended June 30, 2020. As of June 30, 2021, we have a working capital deficiency of $6,345,430.

These conditions raise substantial doubt regarding our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional capital.

In the notes to our audited consolidated financial statements as of June 30, 2021, included elsewhere in this Form10-K, our auditors included an explanatory paragraph stating that, because our incurred accumulated losses of $9,351,983 for the period from January 21, 2004 (inception) to June 30, 2021, there was substantial doubt about our ability to continue as a going concern.

There is limited historical financial information about the Company upon which to base of an evaluation of our performance. We shifted its focus to senior housing and retirement services and products. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new resource exploration company, including limited capital resources, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. To become profitable, we will attempt to implement a plan of operation as detailed above.

Our cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional capital in the near future. We anticipate that additional capital will be raised in the form of equity financing from the sale of our common stock. As well, our management is prepared to provide us with short-term loans.

We cannot provide investors with any assurance that we will be able to raise sufficient capital from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing. If we are unable to arrange additional financing, our business plan will fail and operations will cease.





10







Results of Operations



                                     For the year ended June 30
                                       2021              2020

Revenue                           $     838,578     $    489,831

Operating costs:
Cost of food and beverages              155,701          133,701

General and administrative cost 744,996 1,070,308 Depreciation and amortization

           160,091          148,514
Impairment loss                               -        2,719,643
Litigation reserve                      952,558        1,217,240
Other cost                               66,749          (43,550 )
Operating loss                    $  (1,019,307 )   $ (4,756,025 )

During the first half of 2020, we experienced a suspension due to COVID-19 outbreak in China, while the impact has been relieved since the second half of 2020. We adjust our main operation model which brings the revenue increased.

Operating loss decreased $3,514,508 for the year ended June 30, 2021 as compared to the year ended in June 30, 2020. The increase was mainly due to decrease of $2,719,643 in impairment loss, $264,682 in Litigation reserve and $95,806 decrease in amortization fee of consulting fee incurred in prior year.

The decrease in impairment loss was mainly due to the rescission of the Acquisition Agreement with Palau Asia-Pacific International Aviation and Travel Agency which was signed on April 16, 2019. The macro economic situation drove strategic change during the year. The recoverable amount of total first payment amounted to $3,000,000 was $285,514 together with $733,200HK, which was received by the end of June 30, 2020.The rest of impairment amounted to $99,762 was due to the termination of software development.

Litigation reserve is mainly generated from interest expense and default fee related to the lawsuits with Shanghai Hongfu, by Shanghai Qiao Hong Real Estate, Ltd (i.e. the Seller) and its subsidiaries (the "Plaintiff") for breach of contract and non-payment of installments pursuant to the APA entered into between the Company and the Plaintiff on April 2, 2018.

Excluding the non-cash expenses of depreciation and amortization, impairment loss and litigation reserve, the operating loss would have been $289,797 for the year ended June 30, 2021 as compared to $671,428 for the year ended June 30, 2020.





11







Balance Sheet Data

Historical results of operations may differ materially from future results.

This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and related notes. The discussion and analysis of the financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis the Company reviews its estimates and assumptions. The estimates were based on historical experience and other assumptions that the Company believes to be reasonable under the circumstances.

Actual results are likely to differ from those estimates under different assumptions or conditions, but the Company does not believe such differences will materially affect our financial position or results of operations. Critical accounting policies, the policies the Company believes are most important to the presentation of its financial statements and require the most difficult, subjective and complex judgments are outlined in Notes to financial statements 2 - Summary of Significant Accounting Policies.

Liquidity and Capital Resources

At June 30, 2021, we had cash of $28,080 and liabilities of $6,574,432. We will require additional funding in order to cover all anticipated administration costs and to proceed with the Asset Purchase Agreement executed on April 2, 2018 and to seek out additional travel agents for similar contracts. We also intend to provide management services to retirement homes, commercial properties and apartment buildings in China, which will result in higher administrative costs in the future.





Capital Expenditures

On April 2, 2018, we entered into an Asset Purchase Agreement (the "APA") whereby we purchased land, buildings, and right to use, construction use rights and other property rights located in Shanghai from a third party. Properties are split into two groups:





  ? Property A: land use rights and adhesive substance use rights, right to own,
    and right to operate of the land located in Shanghai Pudong New Area
    Zhangjiang Ziwei Rd No. 372 and No. 376.

  ? Property B: land use right, adhesive substance under construction use rights,
    right to own, and right to operate of the land located in Shanghai Chongming
    District San Shuang Gong Lu No. 4797.

We have agreed to pay the purchase price totaling RMB 233,000,000 in installments. Payments of $27,425,644 (RMB 176,150,000) have been made by the end of June 30, 2021.

Although we have the rights to operate the senior living facilities purchased under this agreement, we have not yet received a deed for Property A because the seller is involved in several lawsuits that have already resulted in a decision to restrict transfer of this asset by a Shanghai court. Therefore, remain of $8,851,251 (RMB 56,850,000) is not going to pay until this asset is free of the restrictions. The lawsuit in related to the unpaid installment of APA was verdict by Shanghai No. 2 Intermediate Court at Shanghai City, China on May 2021, the ownership of Shanghai Qiaoyuan Information Technology Co., Ltd ("SH QYIT"), who holds the land use rights of Property B was frozen per court auction. See Note 11 for more details about the result of lawsuit.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements that would require disclosure.





12







Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods. These estimates and assumptions are affected by management's application of accounting policies. See "2 - Significant Accounting Policies" to our consolidated financial Statements.

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