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false FY 0000819926 00000 true 0 10-K true 2024-12-31 --12-31 2024 false 001-34591 SHARING ECONOMY INTERNATIONAL INC. 90-0648920 No.85 Castle Peak Road Castle Peak Bay Tuen Mun N.T HK (852) 2583-2186 common stock, par value $0.001 per share No No Yes Yes Non-accelerated Filer true false false false false 1221731689 None Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Sharing Economy International, Inc. (the ‘Company’) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for the year ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the year ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America. Lateef Awojobi 7057 Lagos, Nigeria

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NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION Sharing Economy International Inc. (the “Company”) was incorporated in Delaware on June 24, 1987 under the name of Malex, Inc. On December 18, 2007, the Company’s corporate name was changed to China Wind Systems, Inc. and on June 13, 2011, the Company changed its corporate name to Cleantech Solutions International, Inc. On August 7, 2012, the Company was converted into a Nevada corporation. On January 8, 2018, the Company changed its corporate name to Sharing Economy International Inc. The Company’s latest business initiatives are focused on 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. In connection with the new business initiatives, the Company formed or acquired the following subsidiaries: Effective January 1, 2023, the Company approved and completed the internal corporate restructuring actions to streamline, right-size and optimize specific organizational structure by disposing of several subsidiaries. As a result of the corporate exercise, the Advertising business met the criteria set forth in Accounting Standards Codification (“ASC”) 205-20 to be presented as a discontinued operation and the related assets and liabilities have been presented as held for discontinued operations. The Advertising business’ results of operations and the related cash flows are reflected in Income from discontinued operations, net of tax in the Consolidated Statements of Operations and Comprehensive Loss and cash flows from discontinued operations in the Consolidated Statements of Cash Flows, respectively, for all years presented.

1987-06-24

NOTE 2 – GOING CONCERN UNCERTAINTIES These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company reported a net loss of approximately $85,528 for the year ended December 31, 2024. The net cash used in operations was approximately $85,528 for the year ended December 31, 2024. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for the next twelve months from the date of this report. The Company may seek to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from bank loans, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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NOTE 3 – SIGIFICANT ACCOUNTING POLICIES Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company is on a fiscal year ending December 31; as such the year ended December 31, 2024 is referred to as “fiscal 2024”, and the year ended December 31, 2023 is referred to as “fiscal 2023”. Principles of Consolidation The Company’s consolidated financial statements include the financial statements of its wholly-owned and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. Use of estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates in the years ended December 31, 2024 and 2023 include the allowance for doubtful accounts on accounts and other receivables and assumptions used in assessing the value of stock-based compensation. Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company maintains with various financial institutions mainly in Hong Kong. At December 31, 2024 and 2023, cash balances held in banks in Hong Kong of $1,554 and $1,557, respectively, are insured. Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). Under ASU 2014-09, 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: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">identify the contract with a customer;</td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">identify the performance obligations in the contract;</td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">determine the transaction price;</td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">allocate the transaction price to performance obligations in the contract; and</td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">recognize revenue as the performance obligation is satisfied.</td> </tr></tbody></table> The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. At contract inception, the Company determines whether it satisfies the performance obligation over time or at a point in time. The majority of the Company’s contracts with customers only contain a single performance obligation. When the agreements involve multiple performance obligations, the Company will account for individual performance obligations separately, if they are distinct. Income taxes The Company is governed by the Income Tax Law of the PRC, Inland Revenue Ordinance of Hong Kong and the U.S. Internal Revenue Code of 1986, as amended. The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill which, among other items, reduces the current federal income tax rate in the United States to 21% from 35%. The rate reduction is effective January 1, 2018, and is permanent. The Act has caused the Company’s deferred income taxes to be revalued. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2024, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. Since the Company has provided a full valuation allowance against its deferred tax assets, the revaluation of the deferred tax assets did not have a material impact on any period presented. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. The Company applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the Company’s financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 2024 and 2023, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future. Foreign currency translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional currency of the Company’s operating subsidiaries is Hong Kong dollars (“HKD”). For the subsidiaries and affiliates, whose functional currencies are HKD, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income (loss). The Company did not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Translation of amounts from HKD into US$ has been made at the following exchange rates for the years ended December 31, 2024 and 2023: <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tbody><tr style="vertical-align: bottom"><td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2024</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2023</td> <td style="padding-bottom: 1.5pt"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="width: 76%; text-align: left; padding-left: 1.25pt">Year-end HK$:US$ exchange rate</td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td> <td style="width: 9%; text-align: right">7.7634</td> <td style="width: 1%; text-align: left"> </td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td> <td style="width: 9%; text-align: right">7.8091</td> <td style="width: 1%; text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: White"><td style="text-align: left; padding-left: 1.25pt">Year average HK$:US$ exchange rate</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">7.8000</td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">7.8000</td> <td style="text-align: left"> </td> </tr></tbody></table> Earning (Loss) Per Share of Common Stock ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earning (loss) per share is computed by dividing net earning (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earning (loss) 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. The Company did not have any common stock equivalents or potentially dilutive common stock outstanding during the years ended December 31, 2024 and 2023. In a period in which the Company has a net income (loss), all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following table presents a reconciliation of basic and diluted net (loss) income per share: <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tbody><tr style="vertical-align: bottom"><td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="6" style="text-align: center; border-bottom: Black 1.5pt solid">Years Ended December 31,</td> <td style="padding-bottom: 1.5pt"> </td> </tr><tr style="vertical-align: bottom"><td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">2024</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">2023</td> <td style="padding-bottom: 1.5pt"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="width: 76%; text-align: left">Net (loss) income</td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td> <td style="width: 9%; text-align: right">(85,528</td> <td style="width: 1%; text-align: left">)</td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td> <td style="width: 9%; text-align: right">25,600,338</td> <td style="width: 1%; text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: White"><td style="padding-left: 0.125in; text-align: left">Weighted average common stock outstanding – basic</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">1,221,733,977</td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">1,221,731,458</td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="padding-left: 0.125in; text-align: left">Weighted average common stock outstanding – diluted</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">1,221,733,977</td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">1,221,731,458</td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: White"><td> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="text-align: left">Net (loss) income per share of common stock</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: White"><td style="padding-left: 0.125in; text-align: left">Net (loss) income per share of common stock – basic</td> <td> </td> <td style="text-align: left">$</td> <td style="text-align: right">(0.00</td> <td style="text-align: left">)</td> <td> </td> <td style="text-align: left">$</td> <td style="text-align: right">0.02</td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="padding-left: 0.125in; text-align: left; padding-bottom: 4pt">Net (loss) income per share of common stock – diluted</td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td> <td style="border-bottom: Black 4pt double; text-align: right">(0.00</td> <td style="padding-bottom: 2.5pt; text-align: left">)</td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td> <td style="border-bottom: Black 4pt double; text-align: right">0.02</td> <td style="padding-bottom: 4pt; text-align: left"> </td> </tr></tbody></table> Comprehensive income (loss) Comprehensive income (loss) is comprised of net income (loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive income (loss) for the years ended December 31, 2024 and 2023 included net income (loss) and unrealized gain from foreign currency translation adjustments. Related parties The Company follows the ASC Topic 850-10, “Related Party Disclosures” 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 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. Commitments and contingencies The Company follows ASC Topic 450-20, “Contingencies” to 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. 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. Reclassification Certain reclassifications have been made in prior year’s consolidated financial statements to conform to the current year’s financial presentation. The reclassifications have no effect on previously reported net income (loss) and related to the reclassification of discontinued operations. Fair value of financial instruments The Company adopted the guidance of ASC Topic 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.6in; text-align: left">Level 1 -</td> <td style="text-align: justify">Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.</td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.6in; text-align: left">Level 2 -</td> <td style="text-align: justify">Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.</td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.6in; text-align: left">Level 3 -</td> <td style="text-align: justify">Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not measure these assets at fair value at December 31, 2024 and 2023.</td> </tr></tbody></table> The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses and other receivables, convertible note payable, accounts payable and accrued liabilities, accrued interests on promissory notes and amount due to a related party approximate their fair market value based on the short-term maturity of these instruments. ASC Topic 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. As of December 31, 2024 and 2023, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis. Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements (“ASU 2023-01”) that is intended to improve the guidance for applying Topic 842 to arrangements between entities under common control. This ASU requires all entities (that is, including public companies) to amortize leasehold improvements associated with common control leases over the useful life to the common control group. The standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company has adopted this pronouncement and had no material impact on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosures requirements included in ASU 2023-07 are required for all public entities, including those with a single reportable segment. ASU 2023-07 is effective for annual periods beginning after December 15, 2024, on a retrospective basis, and early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2023-07 on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures (“ASU 2023-09”), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated financial statements. In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). The amendments in this Update affect a variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. This update contains amendments to the Codification that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior statements to provide guidance in certain topical areas. ASU 2024-02 is effective for public business entities for fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the potential impact of the adoption of ASU 2024-02 on its consolidated financial statements. Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the consolidated balance sheets, statements of operations and cash flows.

1554

1557

Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). Under ASU 2014-09, 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: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">identify the contract with a customer;</td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">identify the performance obligations in the contract;</td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">determine the transaction price;</td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">allocate the transaction price to performance obligations in the contract; and</td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">recognize revenue as the performance obligation is satisfied.</td> </tr></tbody></table> The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. At contract inception, the Company determines whether it satisfies the performance obligation over time or at a point in time. The majority of the Company’s contracts with customers only contain a single performance obligation. When the agreements involve multiple performance obligations, the Company will account for individual performance obligations separately, if they are distinct.

Income taxes The Company is governed by the Income Tax Law of the PRC, Inland Revenue Ordinance of Hong Kong and the U.S. Internal Revenue Code of 1986, as amended. The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill which, among other items, reduces the current federal income tax rate in the United States to 21% from 35%. The rate reduction is effective January 1, 2018, and is permanent. The Act has caused the Company’s deferred income taxes to be revalued. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2024, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. Since the Company has provided a full valuation allowance against its deferred tax assets, the revaluation of the deferred tax assets did not have a material impact on any period presented. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. The Company applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the Company’s financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 2024 and 2023, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

0.21

0.35

Translation of amounts from HKD into US$ has been made at the following exchange rates for the years ended December 31, 2024 and 2023: <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tbody><tr style="vertical-align: bottom"><td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2024</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2023</td> <td style="padding-bottom: 1.5pt"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="width: 76%; text-align: left; padding-left: 1.25pt">Year-end HK$:US$ exchange rate</td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td> <td style="width: 9%; text-align: right">7.7634</td> <td style="width: 1%; text-align: left"> </td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td> <td style="width: 9%; text-align: right">7.8091</td> <td style="width: 1%; text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: White"><td style="text-align: left; padding-left: 1.25pt">Year average HK$:US$ exchange rate</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">7.8000</td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">7.8000</td> <td style="text-align: left"> </td> </tr></tbody></table>

7.7634 7.8091 7.8 7.8

Earning (Loss) Per Share of Common Stock ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earning (loss) per share is computed by dividing net earning (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earning (loss) 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. The Company did not have any common stock equivalents or potentially dilutive common stock outstanding during the years ended December 31, 2024 and 2023. In a period in which the Company has a net income (loss), all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following table presents a reconciliation of basic and diluted net (loss) income per share: <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tbody><tr style="vertical-align: bottom"><td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="6" style="text-align: center; border-bottom: Black 1.5pt solid">Years Ended December 31,</td> <td style="padding-bottom: 1.5pt"> </td> </tr><tr style="vertical-align: bottom"><td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">2024</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">2023</td> <td style="padding-bottom: 1.5pt"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="width: 76%; text-align: left">Net (loss) income</td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td> <td style="width: 9%; text-align: right">(85,528</td> <td style="width: 1%; text-align: left">)</td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td> <td style="width: 9%; text-align: right">25,600,338</td> <td style="width: 1%; text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: White"><td style="padding-left: 0.125in; text-align: left">Weighted average common stock outstanding – basic</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">1,221,733,977</td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">1,221,731,458</td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="padding-left: 0.125in; text-align: left">Weighted average common stock outstanding – diluted</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">1,221,733,977</td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">1,221,731,458</td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: White"><td> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="text-align: left">Net (loss) income per share of common stock</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: White"><td style="padding-left: 0.125in; text-align: left">Net (loss) income per share of common stock – basic</td> <td> </td> <td style="text-align: left">$</td> <td style="text-align: right">(0.00</td> <td style="text-align: left">)</td> <td> </td> <td style="text-align: left">$</td> <td style="text-align: right">0.02</td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="padding-left: 0.125in; text-align: left; padding-bottom: 4pt">Net (loss) income per share of common stock – diluted</td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td> <td style="border-bottom: Black 4pt double; text-align: right">(0.00</td> <td style="padding-bottom: 2.5pt; text-align: left">)</td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td> <td style="border-bottom: Black 4pt double; text-align: right">0.02</td> <td style="padding-bottom: 4pt; text-align: left"> </td> </tr></tbody></table>

The following table presents a reconciliation of basic and diluted net (loss) income per share: <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tbody><tr style="vertical-align: bottom"><td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="6" style="text-align: center; border-bottom: Black 1.5pt solid">Years Ended December 31,</td> <td style="padding-bottom: 1.5pt"> </td> </tr><tr style="vertical-align: bottom"><td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">2024</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">2023</td> <td style="padding-bottom: 1.5pt"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="width: 76%; text-align: left">Net (loss) income</td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td> <td style="width: 9%; text-align: right">(85,528</td> <td style="width: 1%; text-align: left">)</td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td> <td style="width: 9%; text-align: right">25,600,338</td> <td style="width: 1%; text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: White"><td style="padding-left: 0.125in; text-align: left">Weighted average common stock outstanding – basic</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">1,221,733,977</td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">1,221,731,458</td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="padding-left: 0.125in; text-align: left">Weighted average common stock outstanding – diluted</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">1,221,733,977</td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right">1,221,731,458</td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: White"><td> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="text-align: left">Net (loss) income per share of common stock</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: White"><td style="padding-left: 0.125in; text-align: left">Net (loss) income per share of common stock – basic</td> <td> </td> <td style="text-align: left">$</td> <td style="text-align: right">(0.00</td> <td style="text-align: left">)</td> <td> </td> <td style="text-align: left">$</td> <td style="text-align: right">0.02</td> <td style="text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="padding-left: 0.125in; text-align: left; padding-bottom: 4pt">Net (loss) income per share of common stock – diluted</td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td> <td style="border-bottom: Black 4pt double; text-align: right">(0.00</td> <td style="padding-bottom: 2.5pt; text-align: left">)</td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td> <td style="border-bottom: Black 4pt double; text-align: right">0.02</td> <td style="padding-bottom: 4pt; text-align: left"> </td> </tr></tbody></table>

-85528

25600338

1221733977

1221731458

1221733977

1221731458

-0

0.02

-0

0.02

Fair value of financial instruments The Company adopted the guidance of ASC Topic 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.6in; text-align: left">Level 1 -</td> <td style="text-align: justify">Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.</td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.6in; text-align: left">Level 2 -</td> <td style="text-align: justify">Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.</td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.6in; text-align: left">Level 3 -</td> <td style="text-align: justify">Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not measure these assets at fair value at December 31, 2024 and 2023.</td> </tr></tbody></table> The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses and other receivables, convertible note payable, accounts payable and accrued liabilities, accrued interests on promissory notes and amount due to a related party approximate their fair market value based on the short-term maturity of these instruments. ASC Topic 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. As of December 31, 2024 and 2023, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements (“ASU 2023-01”) that is intended to improve the guidance for applying Topic 842 to arrangements between entities under common control. This ASU requires all entities (that is, including public companies) to amortize leasehold improvements associated with common control leases over the useful life to the common control group. The standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company has adopted this pronouncement and had no material impact on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosures requirements included in ASU 2023-07 are required for all public entities, including those with a single reportable segment. ASU 2023-07 is effective for annual periods beginning after December 15, 2024, on a retrospective basis, and early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2023-07 on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures (“ASU 2023-09”), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated financial statements. In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). The amendments in this Update affect a variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. This update contains amendments to the Codification that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior statements to provide guidance in certain topical areas. ASU 2024-02 is effective for public business entities for fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the potential impact of the adoption of ASU 2024-02 on its consolidated financial statements. Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the consolidated balance sheets, statements of operations and cash flows.

NOTE 4 – CONVERTIBLE NOTE PAYABLE Securities purchase agreement and related convertible note and warrants Iliad Note On May 2, 2018, pursuant to a securities purchase agreement, the Company closed a private placement of securities with Iliad Research and Trading, L.P. (the “Investor”) pursuant to which the Investor purchased a Convertible Promissory Note (the “Iliad Note”) in the original principal amount of $900,000, convertible into shares of common stock of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in the Iliad Note, and a two year Warrant to purchase 134,328 shares of Common Stock at an exercise price of $7.18 per share (the “Warrant”). In connection with the Iliad Note, the Company paid an original issue discount of $150,000 and paid issuance costs of $45,018 which will be reflected as a debt discount and amortized over the Iliad Note term. The Iliad Note bears interest at 10% per annum, is unsecured, and is due on the date that is fifteen months from May 2, 2018. The warrants shall expire on the last calendar day of the month in which the second anniversary of the Issue Date occurs. On November 8, 2018, the Company converted an aggregate of $27,811 and $47,189 outstanding principal and interest of the Iliad Note, respectively, into a total of 36,621 shares of its common stock. On January 11, 2019, the Company converted an aggregate of $34,103 and $15,897 outstanding principal and interest of the Iliad Note, respectively, into 266,667 shares of its common stock. On April 30, 2020, the Company converted an aggregate of $100,000 and $0 outstanding principal and interest of the Iliad Note, respectively, into 10,059 shares of its common stock. During the year ended December 31, 2020, the Company converted an aggregate of $235,000 and $158,017 outstanding principal and interest of the Iliad Note, respectively, into 18,944,773 shares of its common stock. During the year ended December 31, 2021, the Company converted an aggregate of $100,000 outstanding principal and interest of the Iliad Note into 3,948,278 shares of its common stock. During the year ended December 31, 2022, the Company converted an aggregate of $75,000, $475,000 and $71,000 outstanding principal and interest of the Iliad Note into 94,127,839 shares of its common stock. During the year ended December 31, 2023, the Company converted an aggregate of $92,900 outstanding principal and interest of the Iliad Note into 101,222,221 shares of its common stock. The Investor has the right at any time after May 2, 2018 until the outstanding balance has been paid in full to convert all or any part of the outstanding balance into shares of common stock of the Company at conversion price of $6.70 per share (the “Lender Conversion Price”). The Lender Conversion Price is subject to certain adjustments set forth in the Iliad Note. The conversion price for each Redemption Conversion (the “Redemption Conversion Price”) shall be the lesser of (a) the Lender Conversion Price, and (b) the Market Price; provided, however, in no event shall the Redemption Conversion Price be less than $2.00 per share (“Conversion Price Floor”) unless the Company waive the Conversion Price Floor. This debt instrument includes embedded components including a put option. The Company evaluated these embedded components to determine whether they are embedded derivatives within the scope of ASC 815 that should be separately carried at fair value. ASC 815-15-25-1 provides guidance on when an embedded component should be separated from its host instrument and accounted for separately as a derivative. Based on this analysis, the Company believes that the put option is clearly and closely related to the debt instrument and does not meet the definition of a derivative. Accordingly, in connection with this Iliad Note, the Company recorded a debt discount for (a) the original issue discount of $150,000 (b) the relative fair value of the warrants issued of $152,490 and (c) legal fees and other fees paid in connection with the Iliad Note aggregating $45,018. There is no beneficial conversion feature on this Iliad Note. The debt discount shall be accreted on a straight line basis over the term of this Iliad Note. At December 31, 2024, the principal balance of Iliad Note was fully repaid by the conversion to the Company’s common stock. The Company accrued interest on this Iliad Note was $651,530 as at December 31, 2024, which was not paid or settled with the Investor. 1800 DIAGONAL LENDING, LLC On July 7, 2022, pursuant to a securities purchase agreement, the Company closed a private placement of securities with 1800 DIAGONAL LENDING, LLC (“1800”) pursuant to which 1800 purchased the Convertible Promissory Note (“1800 Note”) in the original principal amount of $54,250. The 1800 Note is convertible into shares of the common stock of the Company at a price equal to 65% of the average closing prices for the Company’s common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. The 1800 Note bears interest at 8% per annum and is due on July 7, 2023. On August 31, 2022, pursuant to a securities purchase agreement, the Company closed a private placement of securities with 1800 pursuant to which 1800 purchased the 1800 Note in the original principal amount of $54,250. The 1800 Note is convertible into shares of the common stock of the Company at a price equal to 65% of the average closing prices for the Company’s common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. The 1800 Note bears interest at 8% per annum and is due on August 31, 2023. During the year ended December 31, 2023, the Company converted an aggregate of $112,840 outstanding principal and interest of the 1180 Note into 115,894,959 shares of its common stock. As at December 31, 2024, the Company had the outstanding principal balance of $21,500 and accrued interest of $3,039 under the 1800 Note. Pyram On April 9, 2021, pursuant to a securities purchase agreement, the Company closed a private placement of securities with Pyram LC Architecture Limited. (“Pyram”) pursuant to which Pyram purchased a Convertible Promissory Note (the “Pyram Note”) in the original principal amount of $89,744. The Power Up Note is convertible into shares of the common stock of the Company at a price equal to 70% of the average closing prices for the Company’s common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Pyram Note bears interest at 12% per annum and is due on October 8, 2021. On April 28, 2021, pursuant to a securities purchase agreement, the Company closed a private placement of securities with Pyram pursuant to which Pyram purchased the Pyram Note in the original principal amount of $38,462. The Pyram Note is convertible into shares of the common stock of the Company at a price equal to 70% of the average closing prices for the Company’s common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Pyram Note bears interest at 12% per annum and is due on October 28, 2021. On May 13, 2021, pursuant to a securities purchase agreement, the Company closed a private placement of securities with Pyram pursuant to which Pyram purchased the Pyram Note in the original principal amount of $25,641. The Power Up Note is convertible into shares of the common stock of the Company at a price equal to 70% of the average closing prices for the Company’s common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Pyram Note bears interest at 12% per annum and is due on November 12, 2021. On June 29, 2021, pursuant to a securities purchase agreement, the Company closed a private placement of securities with Pyram pursuant to which Pyram purchased the Pyram Note in the original principal amount of $76,923. The Power Up Note is convertible into shares of the common stock of the Company at a price equal to 70% of the average closing prices for the Company’s common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Pyram Note bears interest at 12% per annum and is due on December 28, 2021. On July 29, 2021, the Company and Pyram entered into a Note Purchase Agreement, whereby the Company issued a note to Pyram (the “Pyram Note”) in the principal amount of $102,565. The Pyram Note is a convertible into shares of the common stock of the Company at a price equal to 70% of the average closing prices for the Company’s common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Pyram Note bears interest at 12% per annum and is due on January 28, 2022. On August 26, 2021, the Company and Pyram entered into a Note Purchase Agreement, whereby the Company issued a note to Pyram (the “Pyram Note”) in the principal amount of $74,359. The Pyram Note is a convertible into shares of the common stock of the Company at a price equal to 70% of the average closing prices for the Company’s common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Pyram Note bears interest at 12% per annum and is due on February 25, 2022. On September 20, 2021, the Company and Pyram entered into a Note Purchase Agreement, whereby the Company issued a note to Pyram (the “Pyram Note”) in the principal amount of $128,206. The Pyram Note is a convertible into shares of the common stock of the Company at a price equal to 70% of the average closing prices for the Company’s common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. . The Pyram Note bears interest at 12% per annum and is due on March 19, 2022. The Company is currently in default under Pyram Note with the outstanding balance of $1,010,275 at December 31, 2024. At the date of filing, both parties have not reached into the mutual agreement.

900000

134328

7.18

150000

45018

0.10

27811

47189

36621

34103

15897

266667

100000

10059

235000

158017

18944773

100000

3948278

75000

475000

71000

94127839

92900

101222221

6.7

2 150000

152490

45018

651530

54250

0.65

P20D

0.08

2023-07-07

54250

0.65

P20D

0.08

2023-08-31

112840

115894959

21500

3039

89744

0.70 P10D

0.12

2021-10-08

38462

0.70 P10D

0.12

2021-10-28

25641

0.70 P10D

0.12

2021-11-12

76923

0.70 P10D

0.12

2021-12-28

102565

0.70 P10D

0.12

2022-01-28

74359

0.70 P10D

0.12

2022-02-25

128206

0.70 P10D

0.12

2022-03-19

1010275

NOTE 5 – RELATED PARTY TRANSACTIONS Due from (to) related parties From time to time, the Company received advances from Chan Tin Chi Family Company Limited which is the major shareholder of the Company for working capital purposes. These advances are non-interest bearing and are payable on demand. As of December 31, 2024 and 2023, amounts due from related companies were $18,053,200 and $18,068,304, respectively. As of December 31, 2024 and 2023, amounts due to Chan Tin Chi Family Company Limited were $1,528,734 and $1,506,986, respectively. The amounts are unsecured, interest-free and have no fixed terms of repayment.

18053200

18068304

1528734

1506986

NOTE 6 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company has authorized 50,000,000 shares of preferred stock Series A, with a par value of $0.001 per share. As of December 31, 2024 and 2023, the Company had 3,189,600 and 3,189,600 shares of preferred stock issued and outstanding, respectively. Common Stock The Company has authorized 7,450,000,000 shares of common stock with a par value of $0.001 per share. As of December 31, 2024 and 2023, the Company had 1,221,737,689 and 1,221,731,458 shares of common stock issued and outstanding, respectively.

50000000

0.001

3189600

7450000000

0.001

1221737689

1221731458

NOTE 7 – CONCENTRATIONS Customers For the years ended December 31, 2024 and 2023, there are no customers representing more than 10% of the Company’s revenue. Suppliers For the years ended December 31, 2024 and 2023, there are no vendors representing more than 10% of the Company’s purchase.

NOTE 8 – COMMITMENT AND CONTINGENCIES Litigation On April 25, 2019, ECPower (HK) Company Limited (“EC Power”), a subsidiary of SEII, filed a claim against The Dairy Farm Limited (“Dairy Farm”) in respect of the cooperation agreement between the two parties for the battery rental business at 7-Eleven outlets in Hong Kong during the period from September 2017 to February 2018. The claim is for a total compensation of HK$1,395,000 (approximately $178,846) which comprises of (i) HK$45,000 (approximately $5,769) as compensation for interest and administration cost incurred as a result of Dairy Farm’s delay in payment of EC Power’s share of the rental income, and (ii) HK$1,350,000 (approximately $173,077) as compensation for Dairy Farm’s early termination of the cooperation agreement without any valid proof of fault on the part of EC Power. Legal proceedings: On June 10, 2020, the Company’s subsidiary, Ecrent Worldwide Company Limited (“Ecrent Worldwide”), a wholly owned subsidiary of Universal Sharing Limited (formerly known as Ecrent Holdings Limited), received a writ of summon (the “Summon”) issued by Messrs Wilkinson & Grist on behalf of Mr. Michael Andrew BERMAN and Mr. Eric Hans ISRAEL, who were the former Chief Executive Officer and Chief Financial Officer of Ecrent (America) Company Limited (“Ecrent America”) and Ecrent (USA) Company Limited (“Ecrent USA”). Both Ecrent America and Ecrent USA were the former subsidiaries of Universal Sharing Limited. On the same day, the Summon also delivered to Mr. Chan Tin Chi, the major shareholder of SEII and his spouse, Ms. Deborah Yuen Wai Ming. Pursuant to the US Judgement dated on September 25, 2019 issued by the Supreme Court of the State of New York County of Nassau, the Summon demands Ecrent Worldwide, Mr. Chan Tin Chi, and Ms. Deborah Yuen Wai Ming to fully settle an amount of approximately $241,706 and $103,841 to Mr. Berman and Mr. Israel, respectively representing the unpaid salary, benefits, expenses and incentive bonus. SEII intends to dispute these proceedings that the US Judgement is not enforceable under the Hong Kong jurisdiction. In accordance with applicable accounting guidance, the Company records accruals for certain of its outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would make a loss contingency both probable and reasonably estimable. The Company discloses the amount of the accrual if the financial statements would be otherwise misleading. When a loss contingency is not both probable and estimable, the Company does not establish an accrued liability. However, if the loss (or an additional loss in excess of the accrual) is at least a reasonable possibility and material, then the Company discloses an estimate of the possible loss or range of loss, if such estimate can be made or disclosed that an estimate cannot be made.

1395000 178846

45000

5769

1350000

173077

241706

103841

NOTE 9 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2024, up through the date the Company issued the consolidated financial statements.

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