This discussion summarizes the significant factors affecting the operating
results, financial condition, liquidity and cash flows of the Company and its
subsidiary for the fiscal years ended December 31, 2021, and 2020. The
discussion and analysis that follows should be read together with the section
entitled "Cautionary Note Concerning Forward-Looking Statements" and our
consolidated financial statements and the notes to the consolidated financial
statements included elsewhere in this annual report on Form 10-K.



Except for historical information, the matters discussed in this section are
forward looking statements that involve risks and uncertainties and are based
upon judgments concerning various factors that are beyond the Company's control.
Consequently, and because forward-looking statements are inherently subject to
risks and uncertainties, the actual results and outcomes may differ materially
from the results and outcomes discussed in the forward-looking statements. You
are urged to carefully review and consider the various disclosures made by

us in
this report.


Currency and exchange rate





Unless otherwise noted, all currency figures quoted as "U.S. dollars", "dollars"
or "US$" refer to the legal currency of the United States. References to "Hong
Kong Dollar" are to the Hong Kong Dollar, the legal currency of the Hong Kong
Special Administrative Region of the People's Republic of China. 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.



Impact of COVID-19 on our business





The outbreak of COVID-19 that started in late January 2020 in the PRC has
negatively affected our business. In March 2020, the World Health Organization
declared COVID-19 as a pandemic and has resulted in quarantines, travel
restrictions, and the temporary closure of stores and business facilities in
China and the U.S. in the subsequent months. Given the rapidly expanding nature
of the COVID-19 pandemic, and because substantially all of the Company's
business operations and its workforce are concentrated in China, the Company's
business, results of operations, and financial condition for calendar year

2020
have been adversely affected.



Management believes that COVID-19 could continue to have a material impact on
its financial results for the first half of calendar year 2021 and could cause
the potential impairment of certain assets. To mitigate the overall financial
impact of COVID-19 on the Company's business, management has worked closely with
its service centers to enhance their marketing and promotion activities during
the second quarter of 2021 that were designed to generate sales in the second,
third and fourth quarters of 2021.



To resume normal operations in the second quarter of 2021, we believe that the
Company can generate sufficient cash flow over the next 12 months to implement
the revised business plan.



Results of Operations


We are not required to obtain permission from the Chinese authorities to operate or to issue securities to foreign investors.











  42






Our audited consolidated financial statements have been prepared on a going
concern basis, which assumes that we will be able to continue to operate in the
future in the normal course of business. In our audited consolidated financial
statements for the year ended December 31, 2021, it has included a note about
our ability to continue as a going concern due to consecutive quarterly losses
from operations in 2020 as a result of COVID-19. Business closures in Hong Kong
and limitations on business operations arising from COVID-19 has significantly
disrupted our ability to generate revenues and cash flow during the fiscal

year
2021.



The success of our business strategy is dependent in part upon the availability
of additional capital resources on terms satisfactory to management as we are
not generating sufficient revenues from our business operations. Our sources of
capital in the past have included advance from stockholders and affiliates.
There can be no assurance that we can raise such additional capital resources on
satisfactory terms. We believe that our current cash and other sources of
liquidity discussed above are adequate to support operations for at least the
next 12 months. We anticipate continuing to rely on equity sales of our common
shares and shareholder loans in order to continue to fund our business
operations. Issuances of additional shares will result in dilution to our
existing shareholders. There is no assurance that we will achieve any additional
sales of our equity securities or arrange for debt or other financing to fund
our plan of operations.


Comparison of the years ended December 31, 2021 and December 31, 2020





The following table sets forth certain operational data for the years ended
December 31, 2021 and 2020:



                                                         Years ended December 31,
                                                           2021             2020
Revenues, net                                          $  1,001,438     $  5,935,720
Cost of revenue                                            (230,840 )     (1,027,662 )
Gross profit                                                770,598        4,908,058
Total operating expenses                                 (5,214,194 )       (659,097 )
Other (expenses) income                                           -           (1,898

(Loss) income before Income Taxes                        (4,443,596 )     

4,247,063
Income tax expense                                          (90,993 )       (602,877 )
Net (loss) income                                      $ (4,534,589 )   $  3,644,186

Net (loss) income (excluding stock-based
compensation expense)                                    (4,534,589 )      3,969,186




Revenue. We generated revenues of $1,001,438 and $5,935,720 for the years ended
December 31, 2021 and 2020. The significant decrease is due to the decrease in
business volume due to downturn economy under the pandemic, respectively.



During the year ended December 31, 2021, the following customers accounted for 10% or more of our total net revenues:





                                                                                  Accounts
                                            Revenues        Percentages of       Receivable
                                             (US$)             Revenues            (US$)
Ease Audio Group Limited                  $    693,304                  70%     $  2,427,487
Yu Lin Nuo Ya Interactive Entertainment
Company Limited                                154,067                  15%

1,509,812


Shenzhen Jiu Sheng Optoelectronic Comm
Tech Co., Ltd                                  154,067                  15%        1,164,531
                                 Total:   $  1,001,438                 100%     $  5,101,830










  43





During the year ended December 31, 2020, the following customers accounted for 10% or more of our total net revenues:





                                                                                  Accounts
                                            Revenues        Percentages of       Receivable
                                             (US$)             Revenues            (US$)
Ease Audio Group Limited                  $  3,284,657                  55%     $  2,041,928
Yu Lin Nuo Ya Interactive Entertainment
Company Limited                              1,448,086                  24%

1,352,108


Shenzhen Jiu Sheng Optoelectronic Comm
Tech Co., Ltd                                1,183,637                  20%        1,088,683
                                 Total:   $  5,916,380                  99%     $  4,482,719

All customers are located in the PRC and Hong Kong.





Cost of Revenue. Cost of revenue for the year ended December 31, 2021 was
$230,840, and as a percentage of net revenue, approximately 23.0%. Cost of
revenue for the year ended December 31, 2020 was $1,027,662, and as a percentage
of net revenue, approximately 17.3%. Cost of revenue decreased primarily as a
result of the decrease in our business volume.



Gross Profit. We achieved a gross profit of $770,598 and $4,908,058 for the years ended December 31, 2021 and 2020, respectively. The decrease in gross profit is primarily attributable to the decrease in our business volume.





Operating Expenses. We incurred operating expenses of $5,214,194 and $659,097
for the years ended December 31, 2021, and 2020, respectively. Operating
expenses for the year ended December 31, 2021, consisted of $4,977,996 in
allowance for doubtful accounts, $88,932 of professional fees and $147,266 of
general and administrative expenses. Operating expenses for the year ended
December 31, 2020, consisted solely of general and administrative expenses.
Operating expenses for the year ended December 31, 2020, consisted of $325,000
in share based compensation, $127,416 of professional fees, $95,283 of payroll
expenses and $111,398 of general and administrative expenses. The increase in
general and administrative expenses is attributable to a significant allowance
for doubtful accounts.


Income Tax Expense. Our income tax expenses for the years ended December 31, 2021 and 2020 was $90,993 and $602,877, respectively.





Net Income. We incurred a net loss of $4,534,589 and a net income of $3,644,186
for the years ended December 31, 2021 and 2020, respectively. The decrease in
net income is primarily attributable to the decrease in our business volume and
a significant allowance for doubtful accounts.



Liquidity and Capital Resources





As of December 31, 2021, we had cash and cash equivalents of $290, net accounts
receivable of $129,150, deposits, prepayments and other receivables of $827,971
and debt discount of $700,000.



As of December 31, 2020, we had cash and cash equivalents of $40,447, accounts
receivable of $4,499,746, and deposits, prepayments and other receivables of
$665,052.



                                                        Years ended December 31,
                                                          2021              2020

Net cash (used in) provided by operating activities $ (4,982 ) $ 422,094 Net cash used in investing activities

                            -         (462,109 )
Net cash used in financing activities                      (14,560 )      

(195,154 )










  44





Net Cash Provided by Operating Activities.


For the year ended December 31, 2021, net cash used in operating activities was
$4,982, which consisted primarily of net loss of $4,534,589, depreciation of
plant and equipment of $157,487, allowance for doubtful accounts of $4,977,996
and an increase of accrued expenses and other payables of $77,805 and tax
payable of $86,638, offset by an increase in accounts receivable of $607,400, an
increase in deposits, prepayments and other receivables of $162,919.



For the year ended December 31, 2020, net cash provided by operating activities
was $422,904, which consisted primarily of a net income of $3,644,186,
stock-based compensation expense of $325,000, depreciation of plant and
equipment of $48,889, non-cash lease expenses of $35,600, an increase in tax
payable of $603,758, an increase in accounts payable of $3,251, and increase in
lease liabilities of $2,051 and an increase in accrued expenses and other
payable of $22,232, offset by an increase in accounts receivable of $3,739,013
and an increase in deposits, prepayments and other receivables of $523,050.

Net Cash Used In Investing Activities.

For the year ended December 31, 2021, there is no net cash provided by investing activities.

For the year ended December 31, 2020, cash used in investing activities was $462,109 from the purchase of plant and equipment.

Net Cash Used In Financing Activities.

For the year ended December 31, 2021, net cash used in financing activities was $14,560, consisting primarily of advance to a director.


For the year ended December 31, 2020, net cash used in financing activities was
$195,154 consisting primarily of $184,919 dividend paid to the shareholder of
the Company and repayment of lease liabilities of $38,525, offset by $28,290
advances from a director.


We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months.





Material Cash Requirements



We have not achieved profitability during this year and we expect to continue to
incur net losses for the foreseeable future. We expect net cash expended in 2022
to be slightly lower than 2021. As of December 31, 2021, we had the accumulated
loss of $51,127. Our material cash requirements are highly dependent upon the
additional financial support from our major shareholders in the next 12 - 18
months.



We had the following contractual obligations and commercial commitments as of
December 31, 2021:



                                          Less than                                              More than 5

Contractual Obligations     Total          1 year          1-3 Years          3-5 Years             Years
                              $               $                $                  $                   $
Amount due to director        13,730          13,730                  -                  -                   -
Commercial commitments
Bank loan repayment                -               -                  -                  -                   -
Tax payable                  830,200         830,200                  -                  -                   -
Total obligations            843,930         843,930                  -                  -                   -




Going Concern



The consolidated financial statements contain an explanatory paragraph
expressing substantial doubt about our ability to continue operating as a going
concern. The consolidated financial statements have been prepared "assuming that
we will continue as a going concern," which states that we will realize our
assets and satisfy any liabilities and commitments in the ordinary course of
business. Our continuation as a going concern is dependent upon improving our
profitability and the continuing financial support from our stockholders. Our
sources of capital may include the sale of equity securities, which include
common stock sold in private transactions, capital leases and short-term and
long-term debts. While we believe that we will obtain external financing and the
existing shareholders will continue to provide the additional cash to meet our
obligations as they become due, there can be no assurance that we will be able
to raise such additional capital resources on satisfactory terms. We believe
that our current cash and other sources of liquidity discussed below are
adequate to support operations for at least the next 12 months.







  45






We require additional funding to meet its ongoing obligations and to fund
anticipated operating losses. Our auditor has expressed substantial doubt about
our ability to continue as a going concern. Our ability to continue as a going
concern is dependent on raising capital to fund its initial business plan and
ultimately to attain profitable operations. These consolidated financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets and liabilities that may
result in the Company not being able to continue as a going concern.



We expect to incur marketing and professional and administrative expenses as
well expenses associated with maintaining our filings with the Commission. We
will need to raise funds to fund our ongoing operational expenses. Additional
funding will likely come from equity financing from the sale of our common
stock. If we are successful in completing equity financing, existing
shareholders will experience dilution of their interest in the Company. We do
not have any financing arranged and we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our
common stock to fund our 12-month plan of operation and ongoing operational
expenses. In the absence of such financing, our business will likely fail. There
are no assurances that we will be able to achieve further sales of our common
stock or any other form of additional financing. If we are unable to achieve the
financing necessary to continue our plan of operations, then we will not be able
to continue our 12-month plan of operation and our business will fail.



If we cannot raise additional funds, we will have to cease business operations. As a result, our common stock investors would lose all of their investment.

Off-Balance Sheet Arrangements





We have not entered into any financial guarantees or other commitments to
guarantee the payment obligations of any third parties. In addition, we have not
entered into any derivative contracts that are indexed to our own shares and
classified as shareholders' equity, or that are not reflected in our 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. Moreover, we do not have any variable
interest in an 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.



Critical Accounting Policies and Estimates





We prepare our financial statements in conformity with accounting principles
generally accepted by the United States of America ("U.S. GAAP"), which require
us to make judgments, estimates, and assumptions that affect our reported amount
of assets, liabilities, revenue, costs and expenses, and any related
disclosures. Although there were no material changes made to the accounting
estimates and assumptions in the past three years, we continually evaluate these
estimates and assumptions based on the most recently available information, our
own historical experience and various other assumptions that we believe to be
reasonable under the circumstances. Since the use of estimates is an integral
component of the financial reporting process, actual results could differ from
our expectations as a result of changes in our estimates.



We believe that our accounting policies involve a higher degree of judgment and
complexity in their application and require us to make significant accounting
estimates. Accordingly, the policies we believe are the most critical to
understanding and evaluating our consolidated financial condition and results of
operations are summarized in "Note 3 - Summary of Significant Accounting
Policies" in the notes to our consolidated financial statements.



Recent Accounting Pronouncements

See "Note 2 - Summary of Significant Accounting Policies" in the notes to our consolidated financial statements for a discussion of recent accounting pronouncements.





The Company believes that other recent accounting pronouncement will not have a
material effect on the Company's consolidated financial position, results of
operations and cash flows.

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