NAMLIONG SKYCOSMOS, INC. 10-K

 false 2023 FY 0001342219

 2024-04-23

 2023-06-30

 country: HK

 country: HK

 country: HK

 country: HK

 2023-10-01

 U.S. SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM

 (Mark One)

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For Fiscal Year Ended: December 31, 2023

 OR

 TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _______________
to _______________

 Commission file number: 000-55909

 (Exact name of registrant as specified in its charter)

 Nevada

 20-3240178

 (State or other jurisdiction of incorporation or organization)

 (IRS Employer Identification No.)

 77, Sec 2, Guanxin Road

 Guanmiao District

 Tainan City, Taiwan 00000

 (Address of principal executive offices) (Zip Code)

 + 886 -6- 5950559#25

 (Registrant's telephone number,
including area code)

 Securities registered under Section
12(b) of the Act: None

 Securities registered under
Section 12(g) of the Act: Common Stock, par value $0.001

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes No

 Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
 No

 Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer,"
"accelerated filer," "non-accelerated filer," "smaller reporting company" and "emerging growth
company" in Rule 12b-2 of the Exchange Act.

 Large Accelerated Filer

 Accelerated Filer

 Non-Accelerated Filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the
registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report. Yes No

 If securities are registered pursuant
to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements.

 Indicate by check mark whether any
of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No

 As of June 30, 2023, the Company had
outstanding 14,706,513 shares of common stock, par value $0.001 per share. Of those, 2,596,513 shares were held by non-affiliates
of the registrant. As of June 30, 2023, the aggregate market value of the registrant's voting common stock held by non-affiliates
was approximately $ 654,581 based on the closing price of the Company's common stock as quoted on the OTC Markets on that date.

 DOCUMENTS INCORPORATED BY REFERENCE

 Not Applicable.

 TABLE
OF CONTENTS

 Item Number and Caption

 Page

 ITEM 1

 DESCRIPTION OF BUSINESS

 ITEM 1A

 RISK FACTORS

 ITEM 1B

 UNRESOLVED STAFF COMMENTS

 ITEM 1C

 CYBERSECURITY

 ITEM 2

 PROPERTIES

 ITEM 3

 LEGAL PROCEEDINGS

 ITEM 4

 MINE SAFETY DISCLOSURES

 ITEM 5

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6

 SELECTED FINANCIAL DATA

 ITEM 7

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 9

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A

 CONTROLS AND PROCEDURES

 ITEM 9B

 OTHER INFORMATION

 ITEM 9C

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 ITEM 10

 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 ITEM 11

 EXECUTIVE COMPENSATION

 ITEM 12

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16

 FORM 10-K SUMMARY

 SIGNATURES

 i

 INTRODUCTORY COMMENT

 We
are a Nevada holding company with operations conducted through our wholly owned Samoan subsidiary. OEC operates primarily in Hong Kong
but has administrative offices based in Taiwan and China that provide services to clients located in Taiwan, Hong Kong and China. Our
investors hold shares of common stock in Namliong SkyCosmos, Inc., the Nevada holding company. This structure presents unique risks as
our investors may never directly hold equity interests in our Taiwan subsidiary and will be dependent upon contributions from our subsidiary
to finance our cash flow needs. Our ability to obtain contributions from our subsidiary is significantly affected by regulations promulgated
by Taiwan and currency control regulations promulgated by the authorities of China and Hong Kong. Any change in the interpretation of
existing rules and regulations or the promulgation of new rules and regulations may materially affect our operations and or the value
of our securities, including causing the value of our securities to significantly decline or become worthless. For a detailed description
of the risks facing the Company associated with our structure, please refer to " Risk Factors – Risk Relating to Doing Business
in Taiwan, Hong Kong and China." set forth herein.

 Namliong
SkyCosmos, Inc. and our Samoan subsidiary are not required to obtain permission from the Samoan authorities including the Financial Supervisory
Commission and the Securities and Futures Bureau, to operate or to issue securities to foreign investors. However, we may be subject to
the risks of uncertainty of any future actions of the Samoan government in this regard including the risk that we inadvertently conclude
that such approvals are not required, that applicable laws, regulations or interpretations change such that we are required to obtain
approvals in the future, or that the Samoan government could disallow our holding company structure, which would likely result in a material
change in our operations, including our ability to continue our existing holding company structure, carry on our current business, accept
foreign investments, and offer or continue to offer securities to our investors. These adverse actions could cause the value of our common
stock to significantly decline or become worthless. We may also be subject to penalties and sanctions imposed by the regulatory agencies
of Taiwan, Hong Kong or China, as applicable, if we fail to comply with such rules and regulations, which would likely adversely affect
the ability of the Company's securities to continue to trade on the Over-the-Counter Bulletin Board, which would likely cause the
value of our securities to significantly decline or become worthless.

 There
may be prominent risks associated with our operations and activities in Taiwan, Hong Kong and China. For example, as a U.S.-listed
public company conducting business or otherwise engaging in activities in Taiwan, Hong Kong and China, we may face heightened scrutiny,
criticism and negative publicity, which could result in a material change in our operations and the value of our common stock. It could
also significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of
such securities to significantly decline or be worthless. Additionally, changes in Chinese internal regulatory mandates, such as the M&A
rules, Anti-Monopoly Law, and Data Security Law, may impact OEC's ability to conduct business in Hong Kong and China. Recently,
the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance
notice, including adopting new measures to extend the scope of cybersecurity reviews and expanding the efforts in anti-monopoly enforcement.
The business of our subsidiary is not subject to cybersecurity review with the Cyberspace Administration of China, or CAC, given that:
(i) we do not have one million individual online users of our products and services in Hong Kong or China; (ii) we do not possess a large
amount of personal information in our business operations. In addition, we are not subject to merger control review by China's
anti-monopoly enforcement agency due to the level of our revenues which provided from us and audited by our auditor and the fact that
we currently do not expect to propose or implement any acquisition of control of, or decisive influence over, any company with revenues
within China of more than Renminbi ("RMB") 400 million. Currently, these statements and regulatory actions have had no
impact on our daily business operations, the ability to accept foreign investments and list our securities on an U.S. or other foreign
exchange. However, since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative
regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will
be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business
operation, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange. For a detailed description
of the risks facing the Company and associated with our operations in Hong Kong, please refer to " Risk Factors – Risk Factors
Relating to Doing Business in Taiwan, Hong Kong and China." set forth herein.

 ii

 The
recent joint statement by the SEC and PCAOB, and the Holding Foreign Companies Accountable Act (HFCAA) all call for additional and more
stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S.
auditors who are not inspected by the PCAOB. Trading in our securities may be prohibited under the HFCAA if the PCAOB determines that
it cannot inspect or investigate completely our auditor, and that as a result, an exchange may determine to delist our securities. On
June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act which would reduce the number of consecutive
non-inspection years required for triggering the prohibitions under the HFCAA from three years to two thus reducing the time before our
securities may be prohibited from trading or being delisted. On December 2, 2021, the U.S. Securities and Exchange Commission adopted
rules to implement the HFCAA. Pursuant to the HFCAA, the Public Company Accounting Oversight Board (PCAOB) issued its report notifying
the Commission that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong due
to positions taken by authorities in mainland China and Hong Kong. Our auditor is based in Nigeria and is subject to PCAOB inspection.
It is not subject to the determinations announced by the PCAOB on December 16, 2021. Furthermore, due to the recent developments in connection
with the implementation of the HFCAA, we cannot assure you whether the SEC or other regulatory authorities would apply additional and
more stringent criteria to us after considering the effectiveness of our auditor's audit procedures and quality control procedures,
adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial
statements. The requirement in the HFCAA and the Accelerating Holding Foreign Companies Act that the PCAOB be permitted to inspect the
issuer's public accounting firm within two or three years, may result in the delisting of our securities from applicable trading
markets in the U.S, in the future if the PCAOB is unable to inspect our accounting firm at such future time. Please see " Risk
Factors - The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted
to inspect the issuer's public accounting firm within three years. This three-year period will be shortened to two years if the Accelerating
Holding Foreign Companies Accountable Act is enacted. There are uncertainties under the PRC Securities Law relating to the procedures
and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of
the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration
with the SEC and delist our securities from applicable trading market within the US. " set forth herein.

 In
addition to the foregoing risks, we face various legal and operational risks and uncertainties arising from doing business in Hong Kong
as summarized below and in " Risk Factors — Risks Relating to Doing Business in Taiwan, Hong Kong and China " set
forth herein.

 Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China and Hong Kong, which could materially and adversely affect our business. Please see " Risk Factors - We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong and China and the profitability of such business. " and " Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition. " set forth herein.

 We are a holding company with operations conducted through our wholly owned Samoan subsidiary. This structure presents unique risks as our investors may never directly hold equity interests in our Samoan subsidiary and will be dependent upon contributions from our subsidiary to finance our cash flow needs. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct business. We do not anticipate paying dividends in the foreseeable future; you should not buy our stock if you expect dividends. Please see " Risk Factors - Because our holding company structure creates restrictions on the payment of dividends, our ability to pay dividends is limited.

 iii

 In light of China's extension of its authority into Hong Kong, the Chinese government can change Hong Kong's rules and regulations at any time with little to no advance notice, and can intervene and influence our operations and business activities in Hong Kong. There is a risk that the Chinese government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities. Please see " Risk Factors - We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the Hong Kong and China and the profitability of such business." and " Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in Hong Kong and China and accordingly on the results of our operations and financial condition." set forth herein.

 Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.

 We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers. Please see " Risk Factors - The Chinese government exerts substantial influence over the manner in which we must conduct our business activities in Hong Kong and China. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if we establish PRC subsidiaries to conduct business in Hong Kong or the PRC and such PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors." set forth herein.

 The recent joint statement by the SEC and PCAOB, and the HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. Trading in our securities may be prohibited under the HFCAA if the PCAOB determines that it cannot inspect or investigate completely our auditor, and that as a result an exchange may determine to delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act which would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two thus reducing the time before our securities may be prohibited from trading or being delisted. On December 2, 2021, the U.S. Securities and Exchange Commission adopted rules to implement the HFCAA. Pursuant to the HFCAA, the Public Company Accounting Oversight Board (PCAOB) issued its report notifying the Commission that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong due to positions taken by authorities in mainland China and Hong Kong. Our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. Please see " Risk Factors - The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public accounting firm within three years. This three-year period will be shortened to two years if the Accelerating Holding Foreign Companies Accountable Act is enacted. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US. " set forth herein.

 We are organized under the laws of the State of Nevada as a holding company that conducts its business through its Samoan subsidiary. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, bring actions in Samoa against us or our management or to effect service of process on the officers and directors managing the foreign subsidiary. Please see " Risk Factors - It may be difficult for stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise available to our stockholders." set forth herein.

 References
in this registration statement to the "Company," "NLSC," "we," "us" and "our"
refer Namliong SkyCosmos, Inc., a Nevada company and its subsidiary on a consolidated basis. Where reference to a specific entity is required,
the name of such specific entity will be referenced.

 iv

 Transfers of Cash to
and from Our Subsidiaries

 Namliong
SkyCosmos, Inc. is a Nevada holding company with no operations of its own. We conduct our operations in Hong Kong primarily through our
Samoan subsidiary. We also have administrative offices in Taiwan and China. We may rely on dividends to be paid by our Samoan subsidiary
to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders,
to service any debt we may incur and to pay our operating expenses. In order for us to pay dividends to our shareholders, we will rely
on payments made from our Samoan subsidiary to Namliong SkyCosmos, Inc. To date, our subsidiary has not made any transfers, dividends
or distributions to Namliong SkyCosmos, Inc. and Namliong SkyCosmos, Inc. has not made any transfers, dividends or distributions to our
subsidiaries or to U.S. investors.

 We
do not intend to make dividends or distributions to investors of Namliong SkyCosmos, Inc. in the foreseeable future.

 We
currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not
anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be
made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements,
contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions
contained in any future financing instruments.

 Namliong
SkyCosmos, Inc. (Nevada corporation)

 Subject
to the Nevada Revised Statutes and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time
and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value
of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further Nevada statutory
restriction on the amount of funds which may be distributed by us by dividend. Accordingly, Namliong SkyCosmos, Inc. is permitted
under the Nevada laws to provide funding to our subsidiary through loans or capital contributions without restrictions on the amount of
the funds, subject to satisfaction of applicable government registration, approval and filing requirements.

 Samoan
Subsidiary

 Our
Samoan subsidiary is permitted under the laws of Samoa to provide funding to Namliong SkyCosmos, Inc. through dividend distribution without
restrictions on the amount of the funds. If our Samoan subsidiary incurs debt on its own behalf in the future, the instruments governing
the debt may restrict its ability to pay dividends or make other distributions to us. To date, our subsidiary has not made any transfers,
dividends or distributions to Namliong SkyCosmos, Inc. and Namliong SkyCosmos, Inc. has not made any transfers, dividends or distributions
to our subsidiary.

 v

 CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 This Annual Report on Form
10-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended that are not historical facts, and involve risks and uncertainties that
could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical
facts, included in this Form 10-K including, without limitation, statements in the "Market Overview" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's market projections, financial
position, business strategy and the plans and objectives of management for future operations, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and
nature thereof); expansion and growth of the Company's business and operations; and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances.
However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of
risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that
may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control
of the Company.

 These forward-looking statements
can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates,"
"expects," "estimates," "plans," "may," "will," or similar terms. These statements
appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company,
and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results
of operations for its limited history; (ii) the Company's business and growth strategies; and (iii) the Company's financing plans. Investors
are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties,
and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such
factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history,
potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.

 Consequently, all of the forward-looking
statements made in this Form 10-K are qualified by these cautionary statements and there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence
to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

 vi

 ITEM 1. DESCRIPTION OF BUSINESS

 When used in this Form 10-K,
the words "expects," "anticipates," "estimates" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.
These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's
expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. This discussion
should be read together with the financial statements and other financial information included in this Form 10-K. Readers should carefully
review the other documents the Company files with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q,
the Annual Report on Form 10-K and any Current Reports on Form 8-K filed by the Company.

 Corporate History

 Namliong SkyCosmos, Inc. (" we " or
the " Company ") was incorporated on February 7, 2005, under the name Gemwood Productions, for the purpose of marketing
and selling day spa services to tourists at resort destinations throughout Mexico. On November 2, 2006, we changed our name to Kreido
Biofuels, Inc. in connection with the acquisition of Kreido Laboratories, Inc., a California corporation (" Kreido Labs "),
and the disposition of the Gemwood Leasco, Inc. subsidiary, through which entity the tourist business had been carried out. Kreido Labs
was founded to develop proprietary technology for building micro-composite materials for electronic applications, and developed technology
to improve the speed, completeness and efficiency of certain chemical reactions, including esterifications and transesterifications, in
the pharmaceutical and special chemical industries. In the first quarter of 2006, Kreido Labs elected to focus exclusively on the
biodiesel industry. This business was not successful, and we sold the technology and related assets to an unrelated party on March 5,
2009. After that disposition, we sought unsuccessfully for another acquisition until the present time. In November of 2019, the Company
discontinued operations of its subsidiary, Kreido Labs. On April 19, 2022, the Company changed its name to Namliong SkyCosmos, Inc.

 Our registration statement
on Form SB-2, file number 333-140718, became effective on June 28, 2007. Subsequent to the filing of our Annual Report on Form 10-K
for the year ended December 31, 2008, we continued to file annual and quarterly reports with the Securities and Exchange Commission on
a voluntary basis through the quarter ended September 30, 2009. On February 16, 2009, we elected to terminate our registration and
our election to file periodic reports. On March 2, 2018, we filed a registration statement on Form 10, and the registration statement
became effective on May 8, 2018.

 On November 10, 2017, the
Company issued 142,924,167 shares of common stock to Reed Petersen, its then officer and director in consideration of cash of $21,434
paid by him to satisfy accounts payable of the Company, and in conversion of $150,075 in accounts payable which he had acquired from the
owners of that debt. This transaction was exempt under section 4(2) of the Securities Act of 1933 as one not involving any public solicitation
or public offering, and was also exempt under Section 4(5) as an offering solely to accredited investors not involving any public solicitation
or public offering.

 On June 5, 2018, the Company
and its sole officer and director, G. Reed Petersen, entered into that certain Stock Purchase Agreement (the " Stock Purchase
Agreement "), pursuant to which Mr. Petersen agreed to sell to certain purchasers an aggregate of 142,924,167 shares of common
stock of the Company (the " Control Shares "), representing approximately 73% of the issued and outstanding stock of
the Company, for aggregate cash consideration of $420,000 in accordance with the terms and conditions of the Stock Purchase Agreement.
The sale of the Control Shares consummated on June 29, 2018. In connection with the sale of the Control Shares, G. Reed Petersen resigned
from his positions as the sole executive officer and director of the Company, effective June 29, 2018. Mr. Petersen's departure
was not due to any dispute or disagreement with the Company on any matter related to the Company's operations, policies or practices.
 Concurrently, the Board of Directors appointed Wai Lim Wong to fill the vacancies created by Mr. Petersen's resignation, and
to serve as the Company's sole Director, Chief Executive Officer, Chief Financial Officer and Secretary.

 On September 7, 2021, Board
of Directors Board of Directors accepted the resignation of Wai Lim Wong, and appointed CHAN Kwok Wai Davy as a new member of the Board
of Directors and CEO.

 On
December 14, 2021, the Company, nine stockholders (the " Selling Stockholders ") and six purchasers (the " Purchasers ")
entered into a Stock Purchase Agreement (the " SPA "), pursuant to which the Purchasers agreed to purchase from the Selling
Stockholders 13,099,243 shares of common stock of the Company, par value $0.001 (collectively, the " Shares "), constituting
approximately 89% of the issued and outstanding shares of common stock of the Company, for aggregate consideration of Four Hundred Twenty
Thousand Dollars ($420,000) in accordance with the terms and conditions of the SPA. The acquisition of the Shares consummated on December
20, 2021, and the Shares were ultimately purchased by the following individuals:

 Selling Shareholder

 No. of Common Stock

 Purchaser

 DOU Chu Ju

 554,856

 PG MAX & CO, LLC

 ZHANG Chao

 214,387

 CHEN,HSUEH-NI

 HEUNG Kin Leung Kenny

 HSIAO, CHUNG-PIN

 HEUNG Pak Kuen

 HSIAO, CHUNG-PIN

 HEUNG Teui Yee

 HSIAO, YU-CHIAO

 KWAN Chin Man

 HSIAO, YU-CHIAO

 LEUNG Wong Hung

 HSU, CHENG-HSING

 MAK Chit Ming Brian

 HSU, CHENG-HSING

 Pang King Sau Nelson

 12,000,000

 Orient Express & Co., Ltd.

 Total

 13,099,243

 Orient
Express & Co., Ltd. holds a controlling interest in the Company, and may unilaterally determine the election of the Board and other
substantive matters requiring approval of the Company's stockholders. Cheng Hsing Hsu, our new Chief Financial Officer and Director,
is the director and controlling shareholder of Orient Express & Co., Ltd. On September 13, 2022, Orient Express & Co.,
Ltd., a Samoan limited liability company ("OEC"), transferred to Unicorn Global, Inc., a Delaware corporation ("UGI"),
all twelve million (12,000,000) shares of common stock of the Company held by OEC in consideration of technical support, customer service
and advisory services. Both OEC and UGI are wholly owned and controlled by Cheng Hsing HSU.

 Upon
the consummation of the sale, Chan Kwok Wai Davy, our sole executive officer and director, resigned from all of his positions with the
Company, effective December 20, 2021. His resignation was not due to any dispute or disagreement with the Company on any matter relating
to the Company's operations, policies or practices.

 Concurrently with such resignation,
the following individuals were appointed to serve in the positions set forth next to their names, until the next annual meeting of stockholders
of the Company and until such director's successor is elected and qualified or until such director's earlier death, resignation
or removal:

 Name

 Position

 HSIAO, Chung Pin

 Chief Executive Officer and Director

 HSIAO, Yu-Chiao

 Secretary and Director

 HSU, Cheng Hsing

 Chief Financial Officer and Director

 Chung Pin HSIAO and Yu Chiao
HSIAO are siblings.

 Effective May 31, 2022, Chung
Pin HSIAO resigned from his positions as the Chief Executive Officer and Director of Namliong SkyCosmos, Inc. (the "Company"),
and Yu Chiao HSIAO resigned from her positions as the Secretary and Director of the Company. The departures of Mr. HSIAO and Ms. HSIAO
were for personal reasons and not due to any disagreement with the Company on any matter related to the Company's operations, policies
or practices.

 In connection with the foregoing
resignations, the Board of Directors of the Company appointed Cheng Hsing HSU, our current Chief Financial Officer and Director, to serve
as the Company's Chief Executive Officer and Secretary, effective May 31, 2022.

 Except as set forth in the
foregoing, none of the directors or executive officers has a direct family relationship with any of the Company's directors or executive
officers, or any person nominated or chosen by the Company to become a director or executive officer. All officers and directors will
serve in his or her positions without compensation. The Company hopes to enter into a compensatory arrangement with each officer in the
future.

 On
March 31, 2023, the Company entered into a Share Exchange Agreement with Continental Development Corporation, a Samoa company ("CDC")
that is controlled by Cheng Hsing HSU, our sole executive officer and director, to purchase 1,000,000 shares of common stock of Orient
Express & Co., Ltd. ("OEC"), a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC, held
by CDC. In consideration for such OEC shares, the Company agreed to issue to CDC two million shares of its common stock at a per share
price of $0.50. Mr. HSU is the director and sole executive officer of CDC. The acquisition consummated on April 30, 2023, and as a result,
OEC became a wholly owned subsidiary of the Company. As of the date of this report, the Company has not yet issued the 2,000,000 shares
due to Mr. Hsu.

 The
foregoing description of the Share Exchange Agreement is qualified in its entirety by reference to the Share Exchange Agreement which
is filed as Exhibit 10.1 to this Quarterly Report and is incorporated herein by reference.

 ORIENT EXPRESS & CO., LTD

 ORIENT EXPRESS & CO.,
LTD ("OEC") is a company registered in SAMOA. OEC was incorporated on April 21, 2009. The Company's executive office
is located at 77, Sec 2, Guanxin Rd, Guanmiao District., Tainan City 71825, Taiwan. In addition to the Taiwan administrative office, OEC
currently has two offices in China and one office in Hong Kong.

 Upon consummation of our acquisition
of OEC, we became a supply chain system company with established business bases in Tainan, Taiwan, and Shanghai, China. Specifically,
OEC assists customers in establishing its supply chain system. OEC focuses in providing assistance in the following business sectors:
textile products; green building materials; machinery and equipment; generators; coal trading; and bioenergy and diesel.

 OEC's business direction
is to build "outdoor living solutions" for customers. In addition to the service of a single product, it can also help customers
build a "from scratch" one-stop service, improve the all-round outdoor life for customers, and create an easy process of all
in one. Through continuous integration and strict selection, we have integrated a number of high-quality and good partners to improve
diversified services including construction machinery for construction, hand-held convenient tools, environment-friendly building materials,
outdoor furniture, and even outdoor related products. It also covers sunshades, field exploration appliances, trailer lighting vehicles,
roof bags, etc.

 Business Overview

 OEC was incorporated on April
21,2009 in Samoa and operates primarily in Hong Kong. In addition, OEC has administrative offices in Taiwan and Shanghai, China.

 Since its inception, the company
has taken international trade as its main business direction, assisting customers to establish a complete supply chain system. The main
business segments include: various textile products; green building materials; machinery and equipment; generators. In recent years, it
has expanded to Coal trading; Bioenergy and Diesel, etc.

 The company operates with
the following trademarks:

 The industries and business scopes operated by the company mainly include:

 Sports & Leisure Apparel and Accessories
Industry

 The
Company started with its textile business of functional textile ever since. This category includes the garments, gears, shoes and bags
required for certain sports and leisure activities, such as sportswear, aerobic suits, cycling clothing, swimwear, yoga suits, sports
shoes, casual shoes, fashionable bags with functions, etc.

 Our supplier with strong R&D teams, we keep innovating and providing excellent materials for world-famous brands to ensure the product
quality of the brands and to enhance the brand loyalty of the consumers. He specializes in manufacturing hockey equipment materials, sporting
goods, medical materials, ready-made garments, hat materials, furniture and special textile materials, etc. Its R&D center emphasizes
in the development of ecological and innovative materials and focuses on producing new products for the construction business group.

 Our
mission is the development and production of sports and medical protection products. With the best researchers and the newest technology,
Tien Jiang has become a leading manufacturer of high-performance sports products. We satisfy our customers by providing high-quality products
and delivering the products punctually.

 Outdoor Activity Apparel
and Accessories Industry

 Clothing,
equipment, gears, shoes and bags for outdoor activities, including mountain climbing, golf, skiing, sailing, river trekking, scuba diving
and motorcycling, etc, are included in this category.

Due to the harsh environment or weather that the customers may encounter outdoors, products should be made with function-oriented materials
or should be tailor-made with special textile materials with functional characteristics such as waterproof, breathable, antibacterial,
antifungal, anti-UV, deodorant, thermostatic, wear-resistant, cut-resistant, highly elastic, etc. properties. The textile materials can
be manufactured with fibers or additives with distinctive characteristics to make products that serve different functions, such as windproof,
waterproof and extra water-repellent, light, breathable, flexibility, ductility, wear-resistant, cut-resistant, thermostatic and other
functions while maintaining a soft and comfortable texture.

 Home and Personal Protective
Products Industry

 Manufacture
combining special fibers or additives with textile materials to make protective products to ensure the safety of human body for individuals
and in the workplace.

 This
category includes the safety protection items required in certain workplace, for certain activities and for environmental safety protection,
such as retardant design, isolation, bulletproof protection, motorcycle riding suit, cut-resistant protective series, outdoor sports clothing
and protective gear, etc,. Meanwhile, in order to cater to different activities and environments, the products of this category must
be cut-resistant, wear-resistant, windproof, warm, breathable, etc.

 Regarding
safety protection, WE provides all kinds of work safety protection for the military, police and fire departments with garments and equipment
featuring bulletproof, explosion-proof and retardant properties. On the other hand, WE also provides work shoes and steel-toed shoes,
catering different work environments, for the personnel with special duties. As for the safety protection and survival gears in extreme
environments, we provide lifejackets and other life-saving items.

 Green Energy Saving and
Green Building & Material Industry

 In
21st century, the new energy has been an important index of competitiveness of industry. When the campaign of energy saving and carbon
reduction sweeps across the globe, We adheres to its core value of "respect lives and care for the environment", through making
use of its advantage in manufacturing industry, adapting to the missions and goals of the green industry development of the company, and
conforming to energy plan for the sustainable development of green energy industry proposed by government to be one of the major global
suppliers in solar photovoltaic system industry. The company devotes itself to green energy and energy saving industry, the development
of solar photovoltaic technology, green building and materials, etc.

 Taiwan
boasts superb international strategic status, ecological environment, and rich solar energy resources. We responds to the government call
of promoting green energy and carbon deduction, and makes positive contribution to implement this mission as an industrial company so
as to reduce the cost, improve the corporate brand image and move towards the goal of sustainable development.

 OEC
sets up a good example by sowing the earth-protecting seeds and making full use of solar energy resources, which not only exploits green
new energy, but also creates numerous additional value and brand-new green business model.

 Our
main products are Green Building Materials. The products include DRESDEN GLASS, DRESDEN SHEET, CERO WOOD, and SPC FLOOR etc. "Respecting
for life, caring for environment" is our core value, and we want to contribute to green materials. Using DRESDEN GLASS, DRESDEN SHEET
can achieve good insulation effect and effectively reduce the effect of UV on indoor spaces. CERO WOOD is a 100% recyclable building material.
It has higher weather resistance and solves problems such as cracking and warping of plastic wood. Realizing energy savings, reducing
carbon, and protecting our forest environment.

 Construction Machinery & Tools

 Solar Energy

 The global current solar photovoltaic
promotion policy prioritizes the promotion of land diversification, combining the existing land use with solar photovoltaic installations.
Among them, "fishery and electricity symbiosis" focuses on farming, supplemented by photovoltaics. The purpose is to combine
aquaculture fishery with green energy power generation. economic model.

 The power system needs to
invest in changes to make global energy sustainable and mitigate climate change. In the next ten years, countries and regions are bound
to take actions to promote investment in renewable energy and accelerate the utilization of renewable energy in the power system. The
market for fixed energy storage opportunities have arisen as a result.

 At the same time, low-carbon
energy transformation has become the direction of global energy development. With the increase in the installation and penetration rate
of renewable energy, the risk of intermittent renewable energy (such as photovoltaics and wind power) on the power grid has increased.
Energy storage technology has become one of the possible solutions to the negative impact caused by the grid connection of a large number
of renewable energy sources.

 Consulting Service

 We provide consulting services
to other developers and operators of other companies related to the planning, marketing and operating of solution. We also assist the
operator clients to promote their products through marketing channels, help to build customer relationships and increase brand loyalty
and awareness.

 We help clients to develop
marketing plan and packaging procedure. We also help clients evaluate their business performance to effectively control their manpower
and costs. Instead of paying on a percentage of the total transaction, our clients pay a non-fixed fee for our service provided.

 We introduce clients to the
internet platform and assist them with broadcasting their business to the platform. We use our experience and technology on the network
platform to help our clients expand their customer base.

 Our service includes following categories:

 1.

 Marketing

 1)

 Planning and Promotion: We assist the operator clients to promote their products through marketing channels, help to build customer relationships and increase brand loyalty and awareness;

 2)

 We help clients to develop marketing plan and packaging procedure. We also help clients evaluate their business performance to effectively control their manpower and costs. Instead of paying on certain percentages of the total transaction values, our clients pay a non-fixed fee for our service.

 2.

 Internet platform: We introduce clients to the internet platform and assist them with promoting their business on the platform. We use our experience and technology on the network platform to help our clients expand their customer base.

 3.

 Industry-University cooperation and joint research: Using customer feedback and industry data, we analyze possible future products and participate in professional technology and marina operations transfer;

 Competitive Strengths

 We believe we have the following competitive strengths.

 Advanced R&D and Design
Capabilities. Our operating subsidiary have currently been granted several patents, including invention patents, utility
model patents, and design patents. The core team of our R&D department currently consists of three professionals who are in charge
of product design, mechanical engineering, and shipbuilding engineering, respectively.

 Strict Quality Control. Our
operating subsidiary pays great attention to the control of yacht quality and has established a comprehensive quality management system
to strictly manage the purchase of raw materials and the production processes.

 High Brand Recognition
in the Industry and Commitment to Differentiated Services. In addition to affiliations with the Orient brand, our operating subsidiary
has registered a series of trademarks and created the independent brand of "Orient Express" through years of hard
work in the field of recreational boating industry. Our operating subsidiary provides our customers with individual design solutions and
our diverse manufacturing technologies enables us to produce specialized and customized recreational boars according to their project
needs.

 High-Quality After-sales
Maintenance and Market Development. Our operating subsidiary has assigned dedicated personnel to be responsible for maintaining
after-sales services in different regional markets.

 Experienced Management
Team: Our management team members have many years of experiences in yacht and marina industry and their experiences allow us to grow
our business more efficiently and swiftly.

 Strong Relationship with
Customers: We believe that we have strong relationship with customers due to our long history of operations.

 INTELLECTUAL PROPERTY AND PATENTS

 We rely on, trade secrets,
copyrights, know-how, trademarks, license agreements and contractual provisions to establish our intellectual property rights and protect
the "Oriental Express" brand. These legal means, however, afford only limited protection and may not adequately protect our
rights. Litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets or determine
the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of resources and
management attention. Any unauthorized disclosure or use of our intellectual property could increase our costs and harm our operating
results.

 The laws of the Taiwan, Hong
Kong and PRC may not protect our brand and intellectual property to the same extent as U.S. laws, if at all. We may be unable to fully
protect our intellectual property rights in our country. Further, companies in the internet, social media technology and other industries
may own large numbers of patents, copyrights and trademarks and may frequently request license agreements, threaten litigation or file
suit against us based on allegations of infringement or other violations of their intellectual property rights.

 We intend to seek the widest
possible protection for significant product and process developments in our major markets through a combination of trade secrets, trademarks,
copyrights and patents, if applicable. We anticipate that the form of protection will vary depending upon the level of protection afforded
by the particular jurisdiction. We expect that our revenue will be derived principally from our operations in the PRC and Hong Kong where
intellectual property protection may be more limited and difficult to enforce. In such instances, we may seek protection of our intellectual
property through measures taken to increase the confidentiality of our findings.

 We intend to register trademarks
as a means of protecting the brand names of our companies and products. We intend to protect our trademarks against infringement and also
seek protection of registered design and product patents.

 We rely on trade secrets and
unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We expect that, where applicable, we will require
our employees to execute confidentiality agreements upon the commencement of employment with us. We expect these agreements to provide
that all confidential information developed or made known to the individual during the course of the individual's relationship with
us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The agreements will also provide
that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of the
Company. There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these
agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how
will not otherwise become known or be independently developed by competitors.

 COMPETITION

 We rely on, trade secrets,
copyrights, know-how, trademarks, license agreements and contractual provisions to establish our intellectual property rights and protect
the "Orient Express" brand. These legal means, however, afford only limited protection and may not adequately protect our
rights. Litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets or determine
the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of resources and
management attention. Any unauthorized disclosure or use of our intellectual property could increase our costs and harm our operating
results.

 The laws of the Taiwan, Hong
Kong and the PRC may not protect our brand and intellectual property to the same extent as U.S. laws, if at all. We may be unable to fully
protect our intellectual property rights in our country. Further, companies in the internet, social media technology and other industries
may own large numbers of patents, copyrights and trademarks and may frequently request license agreements, threaten litigation or file
suit against us based on allegations of infringement or other violations of their intellectual property rights.

 We intend to register trademarks
as a means of protecting the brand names of our companies and products. We intend to protect our trademarks against infringement and also
seek protection of registered design and product patents.

 We rely on trade secrets and
unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We expect that, where applicable, we will require
our employees to execute confidentiality agreements upon the commencement of employment with us. We expect these agreements to provide
that all confidential information developed or made known to the individual during the course of the individual's relationship with
us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The agreements will also provide
that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of the
Company. There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these
agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how
will not otherwise become known or be independently developed by competitors.

 EMPLOYEES

 We are currently operating
with 1 full time employee who is also our sole executive director and director, 6 full time contractors and 2 consultants. Our sole executive
officer and director is located in Taiwan.

 We have the following fulltime
contractors located in Taiwan as set forth below:

 Executive officers

 Operational Management

 Business Development

 Total

 We have the following fulltime
contractors located in Hong Kong as set forth below:

 Executive officers

 Operational Management

 Business Development

 Total

 We have the following fulltime
contractors located in China as set forth below:

 Executive officers

 Operational Management

 Business Development

 Total

 None of our contractors
in Taiwan, Hong Kong and the PRC are members of a trade union. We believe that we maintain good relationships with our contractors and
have not experienced any strikes or shutdowns and have not been involved in any labor disputes.

 According to the Social
Insurance Law of the People's Republic of China, we are required to make contributions to a pension fund, basic medical insurance,
work injury insurance, unemployment insurance and maternity insurance for all of our eligible employees in the PRC. We are required to
contribute a specified percentage of the participants' relevant income based on their wage level. The total contributions were $16,242
and $21,176 for the years ended December 31, 2023, and 2022, respectively.

 Moreover, according to the
Regulations on Management of Housing Provident Fund, we are required to make a contribution to the housing provident fund for all of our
eligible employees in the PRC based on a certain percentage of their relevant income.

 GOVERNMENT AND INDUSTRY REGULATIONS

 Taiwan

 OEC's activities in
Taiwan are subject to the laws and regulations of Taiwan governing businesses in general, including labor, occupational safety and health,
contracts, tort and intellectual property. OEC may also become subject to foreign exchange regulations might limit our ability to convert
foreign currency into Renminbi, acquire PRC companies, or make dividend payments to NLSC.

 Personal Data Protection
Laws in Taiwan

 Under the Taiwan Personal
Data Protection Act ("PDPA"), each individual or governmental or non-governmental agencies, including our affiliate in Taiwan,
should be subject to certain requirements and restrictions for collecting, processing or using personal data. The definition of "personal
data" is extended to cover a broad scope, including name, birthday, ID, special features, fingerprints, marriage status, family,
education, occupation, medical records, medical history, genetic information, sex history, health examination report, criminal records,
contact information, financial status, social activities, and any other data which is sufficient to directly or indirectly identify a
specific person. Due to the nature of the use of medical devices, our operation and the operation of our partners might collect, process,
or use the data pertaining to a person's medical records and healthcare, genetics (collectively, sensitive data), which is subject to
stricter scrutiny. Generally, we can only obtain such sensitive data when the person consents in writing or electronically. Furthermore,
in September 2021, the TFDA published the draft bill of Regulations Governing Security Measures of the Personal Information File for the
Business of Wholesale of Medical Devices and Retail Sale of Medical Apparatus authorized under the PDPA, which requires the medical devices
wholesalers and retailers to adopt necessary data security/protection measures, and establish prevention and reporting mechanisms in relation
to any data breach. The draft bill also empowers the TFDA to conduct regular inspections and audits. If we fail to comply with the PDPA,
we may be subject to serious punishment for civil claims, criminal offenses and administrative liabilities: the ceiling of the aggregate
compensation amount for damages payable in a single case will be up to NT$200,000,000 or the actual value of loss arising from our violation
provided the amount of actual value of such loss is higher than NT$200,000,000; the defendant may be subject to an imprisonment of up
to five years; and the penalty for administrative liabilities will be up to NT$500,000 for each violation, and may be imposed consecutively
if such violation continues.

 Hong Kong

 OEC's operations in
Hong Kong are subject to the laws and regulations of Hong Kong governing businesses concerning, in particular labor, occupational safety
and health, contracts, tort and intellectual property. Furthermore, we need to comply with the rules and regulations of Hong Kong governing
the data usage and regular terms of service applicable to our potential customers or clients. As the information of our potential customers
or clients is preserved in Hong Kong, we need to comply with the Hong Kong Personal Data (Privacy) Ordinance.

 China

 OEC's activities in
China are subject to the laws and regulations of China governing businesses in general, including labor, occupational safety and health,
contracts, tort and intellectual property. OEC may also become subject to foreign exchange regulations might limit our ability to convert
foreign currency into Renminbi, acquire PRC companies, or make dividend payments to NLSC.

 PRC Regulations on Tax

 Enterprise Income Tax

 The EIT Law was promulgated
by the Standing Committee of the National People's Congress on March 16, 2007 and became effective on January 1, 2008,
and was later amended on February 24, 2017. The Implementation Rules of the EIT Law (the "Implementation Rules")
were promulgated by the State Council on December 6, 2007 and became effective on January 1, 2008. According to the EIT Law
and the Implementation Rules, enterprises are divided into resident enterprises and non-resident enterprises. Resident enterprises shall
pay enterprise income tax on their incomes obtained in and outside the PRC at the rate of 25%. Non-resident enterprises setting up institutions
in the PRC shall pay enterprise income tax on the incomes obtained by such institutions in and outside the PRC at the rate of 25%. Non-resident
enterprises with no institutions in the PRC, and non-resident enterprises whose incomes having no substantial connection with their institutions
in the PRC, shall pay enterprise income tax on their incomes obtained in the PRC at a reduced rate of 10%.

 The Arrangement between the
PRC and Hong Kong Special Administrative Region for the Avoidance of Double Taxation the Prevention of Fiscal Evasion with respect to
Taxes on Income (the "Arrangement") was promulgated by the State Administration of Taxation ("SAT") on August 21,
2006 and came into effect on December 8, 2006. According to the Arrangement, a company incorporated in Hong Kong will be subject
to withholding tax at the lower rate of 5% on dividends it receives from a company incorporated in the PRC if it holds a 25% interest
or more in the PRC company. The Notice on the Understanding and Identification of the Beneficial Owners in the Tax Treaty (the "Notice")
was promulgated by SAT and became effective on October 27, 2009. According to the Notice, a beneficial ownership analysis will be
used based on a substance-over-form principle to determine whether or not to grant tax treaty benefits.

 In April 2009, the Ministry
of Finance, or MOF, and SAT jointly issued the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring
Business, or Circular 59. In December 2009, SAT issued the Notice on Strengthening Administration of Enterprise Income Tax for
Share Transfers by Non-PRC Resident Enterprises, or Circular 698. Both Circular 59 and Circular 698 became effective retroactively
as of January 2008. In February 2011, SAT issued the Notice on Several Issues Regarding the Income Tax of Non-PRC Resident Enterprises,
or SAT Circular 24, effective April 2011. By promulgating and implementing these circulars, the PRC tax authorities have enhanced
their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-resident enterprise.

 Under Circular 698, where
a non-resident enterprise conducts an "indirect transfer" by transferring the equity interests of a PRC "resident enterprise"
indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may
be subject to PRC enterprise income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable
commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. Circular
698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related
parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable
income of the transaction.

 In February 2015, the SAT
issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced a new tax regime that
is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect transfers set forth
under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate
holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and
has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market.
Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer)
of the taxable assets. Where a non-resident enterprise conducts an "indirect transfer" by transferring the taxable assets
indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the
transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer.
Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company
if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result,
gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated
to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests
in a PRC resident enterprise.

 On October 17, 2017,
the SAT issued a Notice Concerning Withholding Income Tax of Non-Resident Enterprise, or SAT Notice No. 37, which abolishes Circular 698
and certain provisions of Circular 7. SAT Notice No. 37 reduces the burden of the withholding obligator, such as revocation
of contract filing requirements and tax liquidation procedures, strengthens the cooperation of tax authorities in different places, and
clarifies the calculation of tax payable and mechanism of foreign exchange.

 Value-added Tax

 Pursuant to the Provisional
Regulations on Value-added Tax of the PRC, or the VAT Regulations, which were promulgated by the State Council on December 13, 1993, took
effect on January 1, 1994, and were amended on November 10, 2008, February 6, 2016, and November 19, 2017, respectively, and the Rules
for the Implementation of the Provisional Regulations on Value-added Tax of the PRC, which were promulgated by the MOF on December 25,
1993, and were amended on December 15, 2008, and October 28, 2011, respectively, entities and individuals that sell goods or labor services
of processing, repair or replacement, sell services, intangible assets, or immovables, or import goods within the territory of the People's
Republic of China are taxpayers of value-added tax. The VAT rate is 17% for taxpayers selling goods, labor services, or tangible
movable property leasing services or importing goods, except otherwise specified; 11% for taxpayers selling services of transportation,
postal, basic telecommunications, construction and lease of immovable, selling immovable, transferring land use rights, selling and importing
other specified goods including fertilizers; 6% for taxpayers selling services or intangible assets.

 According to the Notice on
the Adjustment to the Value-added Tax Rates issued by the SAT and the MOF on April 4, 2018, where taxpayers make VAT taxable sales or
import goods, the applicable tax rates shall be adjusted from 17% to 16% and from 11% to 10%, respectively. Subsequently, the Notice on
Policies for Deepening Reform of Value-added Tax was issued by the SAT, the MOF and the General Administration of Customs on March 30,
2019 and took effective on April 1, 2019, which further adjusted the applicable tax rate for taxpayers making VAT taxable sales or importing
goods. The applicable tax rates shall be adjusted from 16% to 13% and from 10% to 9%, respectively.

 Dividend Withholding Tax

 The EIT Law provides that
since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors that
do not have an establishment or place of business in the PRC, or that have such establishment or place of business but the relevant income
is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within
the PRC.

 PRC Laws and Regulations
on Employment and Social Welfare

 Labor Law of the PRC

 Pursuant to the Labor Law
of the PRC, which was promulgated by the Standing Committee of the NPC on July 5, 1994 with an effective date of January 1,
1995 and was last amended on August 27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June 29, 2007,
became effective on January 1, 2008 and was last amended on December 28, 2012, with the amendments coming into effect on July
1, 2013, enterprises and institutions shall ensure the safety and hygiene of a workplace, strictly comply with applicable rules and standards
on workplace safety and hygiene in China, and educate employees on such rules and standards. Furthermore, employers and employees shall
enter into written employment contracts to establish their employment relationships. Employers are required to inform their employees
about their job responsibilities, working conditions, occupational hazards, remuneration and other matters with which the employees may
be concerned. Employers shall pay remuneration to employees on time and in full accordance with the commitments set forth in their employment
contracts and with the relevant PRC laws and regulations. Our Samoan subsidiary currently does not comply with PRC laws and regulations,
but complies with Hong Kong laws and regulations.

 Social Insurance and Housing
Fund

 Pursuant to the Social
Insurance Law of the PRC, which was promulgated by the Standing Committee of the NPC on October 28, 2010 and became effective on
July 1, 2011, employers in the PRC shall provide their employees with welfare schemes covering basic pension insurance, basic medical
insurance, unemployment insurance, maternity insurance, and occupational injury insurance. Our Hong Kong subsidiary has not deposited
the social insurance fees in full for all the employees in compliance with the relevant regulations. We may be ordered by the social security
premium collection agency to make or supplement contributions within a stipulated period, and shall be subject to a late payment fine
computed from the due date at the rate of 0.05% per day; where payment is not made within the stipulated period, the relevant administrative
authorities shall impose a fine ranging from one to three times the amount of the amount in arrears. We entrust another company (YK&E)
controlled by Cheng-Hsing, HSU to deposited employees' public funds and social insurance on their behalf.

 In accordance with the Regulations
on Management of Housing Provident Fund, which were promulgated by the State Council on April 3, 1999 and last amended on March 24,
2002, employers must register at the designated administrative centers and open bank accounts for depositing employees' housing
funds. Employers and employees are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average
salary of the employee in the preceding year in full and on time. OEC has not registered at the designated administrative centers nor
opened bank accounts for depositing employees' housing funds. It also has not deposited employees' housing funds. OEC may
be ordered by the housing provident fund management center to complete the registration formalities, open bank accounts, make the payment
and deposit within a prescribed time limit if it becomes subject to PRC laws. Failing to register or open bank accounts at the expiration
of the time limit could result in fines of not less than RMB10,000 nor more than RMB50,000. And an application may be made to a people's
court for compulsory enforcement if payment and deposit has not been made after the expiration of the time limit.

 PRC Regulations Relating
to Foreign Exchange

 General Administration
of Foreign Exchange

 The principal regulation governing
foreign currency exchange in the PRC is the Administrative Regulations of the PRC on Foreign Exchange (the "Foreign Exchange
Regulations"), which were promulgated on January 29, 1996, became effective on April 1, 1996 and were last amended on
August 5, 2008. Under these rules, RMB is generally freely convertible for payments of current account items, such as trade- and
service-related foreign exchange transactions and dividend payments, but not freely convertible for capital account items, such as capital
transfer, direct investment, investment in securities, derivative products or loans unless prior approval by competent authorities for
the administration of foreign exchange is obtained. Under the Foreign Exchange Regulations, foreign-invested enterprises in the PRC may
purchase foreign exchange without the approval of SAFE to pay dividends by providing certain evidentiary documents, including board resolutions,
tax certificates, or for trade and services related foreign exchange transactions, by providing commercial documents evidencing such transactions.

 Circular No. 37 and Circular
No. 13

 Circular 37 was released by
SAFE on July 4, 2014 and abolished Circular 75 which had been in effect since November 1, 2005. Pursuant to Circular 37, a PRC
resident should apply to SAFE for foreign exchange registration of overseas investments before it makes any capital contribution to a
special purpose vehicle, or SPV, using his or her legitimate domestic or offshore assets or interests. SPVs are offshore enterprises directly
established or indirectly controlled by domestic residents for the purpose of investment and financing by utilizing domestic or offshore
assets or interests they legally hold. Following any significant change in a registered offshore SPV, such as capital increase, reduction,
equity transfer or swap, consolidation or division involving domestic resident individuals, the domestic individuals shall amend the registration
with SAFE. Where an SPV intends to repatriate funds raised after completion of offshore financing to the PRC, it shall comply with
relevant PRC regulations on foreign investment and foreign debt management. A foreign-invested enterprise established through return investment
shall complete relevant foreign exchange registration formalities in accordance with the prevailing foreign exchange administration regulations
on foreign direct investment and truthfully disclose information on the actual controller of its shareholders.

 If any shareholder who is
a PRC resident (as determined by the Circular No. 37) holds any interest in an offshore SPV and fails to fulfil the required foreign exchange
registration with the local SAFE branches, the PRC subsidiaries of that offshore SPV may be prohibited from distributing their profits
and dividends to their offshore parent company or from carrying out other subsequent cross-border foreign exchange activities. The offshore
SPV may also be restricted in its ability to contribute additional capital to its PRC subsidiaries. Where a domestic resident fails to
complete relevant foreign exchange registration as required, fails to truthfully disclose information on the actual controller of the
enterprise involved in the return investment or otherwise makes false statements, the foreign exchange control authority may order them
to take remedial actions, issue a warning, and impose a fine of less than RMB 300,000 on an institution or less than RMB 50,000 on an
individual.

 Circular 13 was issued by
SAFE on February 13, 2015, and became effective on June 1, 2015. Pursuant to Circular 13, a domestic resident who makes a capital
contribution to an SPV using his or her legitimate domestic or offshore assets or interests is no longer required to apply to SAFE for
foreign exchange registration of his or her overseas investments. Instead, he or she shall register with a bank in the place where the
assets or interests of the domestic enterprise in which he or she has interests are located if the domestic resident individually seeks
to make a capital contribution to the SPV using his or her legitimate domestic assets or interests; or he or she shall register with a
local bank at his or her permanent residence if the domestic resident individually seeks to make a capital contribution to the SPV using
his or her legitimate offshore assets or interests.

 We cannot assure that our
PRC beneficial shareholders have completed registrations in accordance with Circular 37.

 Circular 19 and Circular

 Circular 19 was promulgated
by SAFE on March 30, 2015, and became effective on June 1, 2015. According to Circular 19, the foreign exchange capital in the
capital account of foreign-invested enterprises, meaning the monetary contribution confirmed by the foreign exchange authorities or the
monetary contribution registered for account entry through banks, shall be granted the benefits of Discretional Foreign Exchange Settlement
("Discretional Foreign Exchange Settlement"). With Discretional Foreign Exchange Settlement, foreign capital in the capital
account of a foreign-invested enterprise for which the rights and interests of monetary contribution have been confirmed by the local
foreign exchange bureau, or for which book-entry registration of monetary contribution has been completed by the bank, can be settled
at the bank based on the actual operational needs of the foreign-invested enterprise. The allowed Discretional Foreign Exchange Settlement percentage
of the foreign capital of a foreign-invested enterprise has been temporarily set to be 100%. The Renminbi converted from the foreign capital
will be kept in a designated account and if a foreign-invested enterprise needs to make any further payment from such account, it will
still need to provide supporting documents and to complete the review process with its bank.

 Furthermore, Circular 19 stipulates
that foreign-invested enterprises shall make bona fide use of their capital for their own needs within their business scopes. The capital
of a foreign-invested enterprise and the Renminbi it obtained from foreign exchange settlement shall not be used for the following purposes:

 directly or indirectly used for expenses beyond its business scope or prohibited by relevant laws or regulations;

 directly or indirectly used for investment in securities unless otherwise provided by relevant laws or regulations;

 directly or indirectly used for entrusted loan in Renminbi (unless within its permitted scope of business), repayment of inter-company loans (including advances by a third party) or repayment of bank loans in Renminbi that have been sub-lent to a third party; or

 directly or indirectly used for expenses related to the purchase of real estate that is not for self-use (except for foreign-invested real estate enterprises).

 Circular 16 was issued by
SAFE on June 9, 2016. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign
currency to RMB on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of foreign exchange capital
items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis applicable to all enterprises
registered in the PRC. Circular 16 reiterates the principle that an enterprise's Renminbi capital converted from foreign currency-denominated
capital may not be directly or indirectly used for purposes beyond its business scope or purposes prohibited by PRC laws or regulations,
and such converted Renminbi capital shall not be provided as loans to non-affiliated entities.

 PRC subsidiaries' distributions
to their offshore parents are required to comply with the requirements as described above.

 PRC Share Option Rules

 Under the Administration Measures
on Individual Foreign Exchange Control issued by the PBOC on December 25, 2006, all foreign exchange matters involved in employee share
ownership plans and share option plans in which PRC citizens participate require approval from SAFE or its authorized branch. Pursuant
to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications
to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In addition, under
the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plans of
Overseas Publicly-Listed Companies, or the Share Option Rules, issued by SAFE on February 15, 2012, PRC residents who are granted shares
or share options by companies listed on overseas stock exchanges under share incentive plans are required to (i) register with SAFE or
its local branches, (ii) retain a qualified PRC agent, which may be a PRC subsidiary of the overseas listed company or another qualified
institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the share incentive
plans on behalf of the participants, and (iii) retain an overseas institution to handle matters in connection with their exercise of share
options, purchase and sale of shares or interests and funds transfers.

 PRC Regulation of Dividend
Distributions

 The principal laws, rules
and regulations governing dividend distributions by foreign-invested enterprises in the PRC are the Company Law of the PRC, as amended,
the Wholly Foreign-owned Enterprise Law and its implementation regulations, the Chinese-foreign Cooperative Joint Venture Law and its
implementation regulations, and the Chinese-foreign Equity Joint Venture Law and its implementation regulations. Under these laws, rules
and regulations, foreign-invested enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance
with PRC accounting standards and regulations. Both PRC domestic companies and wholly-foreign owned PRC enterprises are required to set
aside a general reserve of at least 10% of their after-tax profit, until the cumulative amount of such reserve reaches 50% of their registered
capital. A PRC company is not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained
from prior fiscal years may be distributed together with distributable profits from the current fiscal year.

 INSURANCE.

 We maintain certain insurance
in accordance customary industry practices in Hong Kong. Insurance will be bought on individual pieces that are valued at US$ 2 million
and above, based on the valuation provided by our 3 rd party appraisers.

 CORPORATE INFORMATION

 Our corporate and executive
office is located at 77, Sec 2, Guanxin Rd, Guanmiao District., Tainan City 71825, Taiwan, telephone number +886-6-5950559. In addition
to the Taiwan administrative office, OEC currently has 2 offices located in China and 1 office in Hong Kong.

 NEAR-TERM REQUIREMENTS FOR ADDITIONAL CAPITAL

 We believe that we will
require approximately $800,000 over the next 18 months to implement our business plan. For the immediate future, we intend to finance
our business expansion efforts through loans and investments from existing shareholders, financial institutions and investors.

 ITEM 1A. RISK FACTORS

 An investment in our securities
involves a high degree of risk. You should consider carefully the following information about these risks, together with the other information
contained in this prospectus before making an investment decision. Our business, prospects, financial condition, and results of operations
may be materially and adversely affected as a result of any of the following risks. The value of our securities could decline as a result
of any of these risks. You could lose all or part of your investment in our securities. Some of the statements in "Risk Factors"
are forward looking statements.

 Risks Related to Doing Business in Taiwan,
Hong Kong and China

 We face the risk that
the policies of China towards Taiwan could have a significant impact on our business in Taiwan.

 Taiwan's economy
is highly dependent upon the demand from China and Hong Kong. Taiwan is facing increasingly tense geopolitical relationships with China.
If tensions between the two nations increase, China may implement policies and actions including economic sanctions and possible military
action against Taiwan. These policies and actions may materially and adversely affect our ability to conduct business in Taiwan and or
the economy of Taiwan which may in turn adversely affect our results of operation and financial condition of our business.

 We face the risk that
changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Taiwan, Hong
Kong and the PRC and the profitability of such business.

 We have conducted and expect
to continue to conduct our operations and generate revenue in Taiwan, Hong Kong, S.A.R. and China Accordingly, economic, political and
legal developments in the PRC will significantly affect our business, financial condition, results of operations and prospects. Policies
of the PRC government can have significant effects on economic and geopolitical conditions in Hong Kong and Taiwan. While we believe that
the PRC will continue to strengthen its economic and trading relationships with foreign countries and that business development in the
PRC will continue to follow market forces, we cannot assure you that this will be the case. Further, we cannot assure you that tensions
between the PRC government and Taiwan will alleviate. Our interests may be adversely affected by changes in policies by the PRC government,
including:

 changes in laws, regulations or their interpretation especially with respect to Hong Kong and Taiwan;

 confiscatory taxation;

 restrictions on currency conversion, imports or sources of supplies, or ability to continue as a for-profit enterprise;

 expropriation or nationalization of private enterprises;

 Military action against Taiwan; and

 the allocation of resources.

 Substantial uncertainties
and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant
impact upon the business that we may be able to conduct in Taiwan Hong Kong and accordingly on the results of our operations and financial
condition.

 Our business operations
may be adversely affected by the current and future political environment in the PRC. The Chinese government exerts substantial influence
and control over the manner in which we must conduct our business activities. Our ability to operate in Hong Kong may be adversely affected
by changes in Chinese laws and regulations. Under the current government leadership, the government of the PRC has been pursuing reform
policies which have adversely affected China-based operating companies whose securities are listed in the United States, with significant
policies changes being made from time to time without notice. These policies may be extended to apply to companies that operate in Hong
Kong.

 There are substantial uncertainties
regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing
our business, or the enforcement and performance of our contractual arrangements with borrowers in the event of the imposition of statutory
liens, death, bankruptcy or criminal proceedings. Only after 1979 did the Chinese government begin to promulgate a comprehensive system
of laws that regulate economic affairs in general, deal with economic matters such as foreign investment, corporate organization and governance,
commerce, taxation and trade, as well as encourage foreign investment in China. Although the influence of the law has been increasing,
China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects
of economic activities in China. Also, because these laws and regulations are relatively new, and because of the limited volume of published
cases and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties.
New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. In addition, there have
been constant changes and amendments of laws and regulations over the past 30 years in order to keep up with the rapidly changing society
and economy in China. Because government agencies and courts provide interpretations of laws and regulations and decide contractual disputes
and issues, their inexperience in adjudicating new business and new polices or regulations in certain less developed areas causes uncertainty
and may affect our business. Consequently, we cannot predict the future direction of Chinese legislative activities with respect to either
businesses with foreign investment or the effectiveness on enforcement of laws and regulations in China. The uncertainties, including
new laws and regulations and changes of existing laws, as well as judicial interpretation by inexperienced officials in the agencies and
courts in certain areas, may cause possible problems to foreign investors.

 Although the PRC government
has been pursuing economic reform policies for more than two decades, the PRC government continues to exercise significant control over
economic growth in the PRC through the allocation of resources, controlling payments of foreign currency, setting monetary policy and
imposing policies that impact particular industries in different ways. We cannot assure you that the PRC government will continue to pursue
policies favoring a market oriented economy or that existing policies will not be significantly altered, especially in the event of a
change in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the PRC.

 The Chinese government
exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to
obtain approval from Chinese authorities to list on U.S. exchanges. However, to the extent that the Chinese government exerts more control
over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding
company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges,
we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless,
which would materially affect the interest of the investors.

 The Chinese government has
exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state
ownership. Our ability to operate in Hong Kong may be harmed by changes in its laws and regulations, including those relating to taxation,
environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose
new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part
to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision
not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in
the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof,
and could require us to divest ourselves of any interest we then hold in Chinese properties.

 For example, the Chinese cybersecurity
regulator announced on July 2 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the
company's app be removed from smartphone app stores.

 As such, the Company's
business segments may be subject to various government and regulatory interference in the provinces in which they operate. The Company
could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government
sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties
for any failure to comply. The Company's operations could be adversely affected, directly or indirectly, by existing or future laws
and regulations relating to its business or industry. Given that the Chinese government may intervene or influence our operations at any
time, it could result in a material change in our operation and the value of our common stock. Given recent statements by the Chinese
government indicating an intent to exert more oversight and control over offerings that are conducted overseas, any such action could
significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.

 Recently, the General Office
of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe
and Lawful Crackdown on Illegal Securities Activities, which were available to the public on July 6, 2021. These opinions emphasized
the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies.
These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the
risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. Moreover,
the State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments, not yet effective) on July 10,
2021, which require operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review
with the Office of Cybersecurity Review. The aforementioned policies and any related implementation rules to be enacted may subject us
to additional compliance requirement in the future. While we believe that our operations are not affected by this, as these opinions were
recently issued, official guidance and interpretation of the opinions remain unclear in several respects at this time. Therefore, we cannot
assure you that we will remain fully compliant with all new regulatory requirements of these opinions or any future implementation rules
on a timely basis, or at all.

 The Holding Foreign
Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public
accounting firm within three years. This three-year period will be shortened to two years if the Accelerating Holding Foreign Companies
Accountable Act is enacted. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the
U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities
regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist
our securities from applicable trading market within the US.

 The Holding Foreign Companies
Accountable Act was signed into law on December 18, 2020, and requires Auditors of publicly traded companies to submit to regular inspections
every three years to assess such auditors' compliance with applicable professional standards. On June 22, 2021, the U.S. Senate
passed the Accelerating Holding Foreign Companies Accountable Act which, if passed by the U.S. House of Representatives and signed into
law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three
years to two. On September 22, 2021, the PCAOB adopted rules to create a framework for the PCAOB to use when determining, as contemplated
under the HFCA Act, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign
jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC adopted amendments
to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC
identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign
jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign
jurisdiction. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely
PCAOB-registered public accounting firms headquartered in China and in Hong Kong because of positions taken by PRC and Hong Kong authorities
in those jurisdictions. The PCAOB has made such designations as mandated under the HFCA Act. Pursuant to each annual determination by
the PCAOB, the SEC will, on an annual basis, identify issuers that have used non-inspected audit firms and thus are at risk of such suspensions
in the future.

 Our Auditor is based in Nigeria
and is subject to PCAOB inspection. It is not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the
event the Malaysian authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change
our auditor. Furthermore, due to the recent developments in connection with the implementation of the Holding Foreign Companies Accountable
Act, we cannot assure you whether the SEC or other regulatory authorities would apply additional and more stringent criteria to us after
considering the effectiveness of our auditor's audit procedures and quality control procedures, adequacy of personnel and training,
or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. The requirement in
the HFCA Act that the PCAOB be permitted to inspect the issuer's public accounting firm within two or three years, may result in
the delisting of our securities from applicable trading markets in the U.S, in the future if the PCAOB is unable to inspect our accounting
firm at such future time.

 According to Article 177 of
the Securities Law of the PRC ("Article 177"), overseas securities regulatory authorities are prohibited from engaging in
activities pertaining to investigations or evidence collection directly conducted within the territories of the PRC, and Chinese entities
or individuals are further prohibited from providing documents and information in connection with securities business activities to any
organizations and/or persons abroad without the prior consent of the securities regulatory authority of the State Council and the competent
departments of the State Council. As of the date of this prospectus, we are not aware of any implementing rules or regulations which have
been published regarding application of Article 177.

 We believe Article 177 is
only applicable where the activities of overseas authorities constitute a direct investigation or evidence collection by such authorities
within the territory of the PRC. In the event that the U.S. securities regulatory agencies carry out an investigation on us such as an
enforcement action by the Department of Justice, the SEC or other authorities, such agencies' activities will constitute conducting
an investigation or collecting evidence directly within the territory of the PRC and accordingly fall within the scope of Article 177.
In that case, the U.S. securities regulatory agencies may have to consider establishing cross-border cooperation with the securities regulatory
authority of the PRC by way of judicial assistance, diplomatic channels or establishing a regulatory cooperation mechanism with the securities
regulatory authority of the PRC. However, there is no assurance that the U.S. securities regulatory agencies will succeed in establishing
such cross-border cooperation in this particular case and/or establish such cooperation in a timely manner.

 Furthermore, as Article 177
is a recently promulgated provision, it remains unclear as to how it will be interpreted, implemented or applied by the Chinese Securities
Regulatory Commission or other relevant government authorities. As such, there are uncertainties as to the procedures and requisite timing
for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. The Holding
Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) be permitted to inspect the issuer's
public accounting firm within three years. This three year period will be shortened to two years if the Accelerating Holding Foreign
Companies Accountable Act is enacted. If the U.S. securities regulatory agencies are unable to conduct such investigations, there
exists a risk that they may determine to suspend or de-register our registration with the SEC and may also delist our securities from
applicable trading market within the US.

 We are also subject
to other risks and uncertainties that affect many other businesses which are unpredictable and in certain instances are outside of our
control, including:

 increasing costs, the volatility of costs and funding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits;

 the increasing costs of compliance with federal, state and foreign governmental agency mandates (including the Foreign Corrupt Practices Act) and defending against inappropriate or unjustified enforcement or other actions by such agencies;

 the impact of any international conflicts on the U.S. and global economies in general, the transportation industry or us in particular, and what effects these events will have on our costs or the demand for our services;

 any impacts on our business resulting from new domestic or international government laws and regulation;

 market acceptance of our new service and growth initiatives;

 the impact of technology developments on our operations and on demand for our services;

 governmental underinvestment in transportation infrastructure, which could increase our costs and adversely impact our service levels due to traffic congestion or sub-optimal routing of our vehicles;

 widespread outbreak of an illness or any other communicable disease, or any other public health crisis;

 availability of financing on terms acceptable to our ability to maintain our current credit ratings, especially given the capital intensity of our operations;

 the impact of intellectual property fraud and copyright infringement of the arts and collectibles;

 the loss caused by the damage or the theft of the arts and collectibles during the process of transportation, exhibition, storage and custody;

 the impact of cyberattacks and security breaches on our platform, our crypto wallets or our third-party partners;

 the impact on our business due to the system failure of our platform or our third-party partners;

 our ability to attract, maintain, and grow our collector base and engage our collectors;

 pricing for our products and services;

 our ability to diversify and grow our services revenue;

 macroeconomic conditions;

 adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;

 our ability to attract and retain talent; and

 our ability to compete with our competitors.

 If we are unable to
protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

 We may rely on trade secrets,
including unpatented know-how, technology and other proprietary information, to maintain our competitive position. However, trade secrets
are difficult to protect. We limit disclosure of such trade secrets where possible but we also seek to protect these trade secrets, in
part, by entering into non-disclosure and confidentiality agreements with parties who do have access to them, such as our employees, contract
manufacturers, consultants, advisors and other third parties. Despite these efforts, any of these parties may breach the agreements and
may unintentionally or wilfully disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate
remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive
and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or
unwilling to protect trade secrets. Moreover, if any of our trade secrets were to be lawfully obtained or independently developed by a
competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to
compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position
would be harmed.

 While we are not aware
of any data breach in the past, future cyberattacks, computer viruses or any failure to adequately maintain security and prevent unauthorized
access to our information technology system or data could result in a disruption of our business operations and materially adversely affect
our reputation, financial condition and operating results.

 The protection of our customers',
business partners', our and employees' data is critically important to us. Our customers, business partners, and employees
expect we will adequately safeguard and protect their sensitive personal and business information. We have become increasingly dependent
upon automated information technology processes. Improper activities by third parties, exploitation of encryption technology, data-hacking
tools and discoveries and other events or developments may result in a future compromise or breach of our networks, payment terminals
or other settlement systems. In particular, the techniques used by criminals to obtain unauthorized access to sensitive data change frequently
and often are not recognized until launched against a target; accordingly, we may be unable to anticipate these techniques or implement
adequate preventative measures. There can be no assurance that we will not suffer a criminal cyber-attack in the future, that unauthorized
parties will not gain access to personal or business information or sensitive data, or that any such incident will be discovered in a
timely manner.

 We also face indirect technology,
cybersecurity and operational risks relating to the third parties whom we work with to facilitate our business activities, including,
among others, third-party online service providers who manage accounts for our customers and external cloud service provider. As a result
of increasing consolidation and interdependence of technology systems, a technology failure, cyber-attack or other information or security
breach that significantly compromises the systems of one entity could have a material impact on its counterparties. Any cyber-attack,
computer viruses, physical or electronic break-ins or similar disruptions of such third-party service providers could adversely affect
our operations and could result in misappropriation of funds of our customers.

 Security breaches or unauthorized
access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive
litigation and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise,
or if design flaws in our technology infrastructure are exposed and exploited, our relationships with customers and cooperation partners
could be severely damaged, we could incur significant liability and our business and operations could be adversely affected.

 Risks Related to Our Finances and Capital Requirements

 We will need additional
funding and may be unable to raise capital when needed, which would force us to delay any business expansions or acquisitions.

 Our business plan contemplates
the expansion of our operations through organic means and through acquisitions or investments in additional complementary businesses,
products and technologies. While we currently have no commitments or agreements relating to any of these types of transactions, we do
not generate sufficient revenue from operations to finance expansion or acquisition needs. We expect to finance such future cash needs
through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements, as well as through
interest income earned on cash and investment balances. We cannot be certain that additional funding will be available on acceptable terms,
or at all. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our development
programs or our commercialization efforts.

 Raising additional
capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish proprietary rights.

 Until such time, if ever,
as we can generate substantial revenue, we expect to finance our cash needs through a combination of equity offerings, debt financings,
grants and license and development agreements in connection with any collaborations. To the extent that we raise additional capital through
the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include
liquidation or other preferences that adversely affect your rights as a stockholder. Debt financing and preferred equity financing, if
available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring
additional debt, making capital expenditures or declaring dividends.

 If we raise additional funds
through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish
valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may
not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to
delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product
candidates that we would otherwise prefer to develop and market ourselves.

 Risks Relating to Securities Markets and Investment
in Our Stock

 There is not now and
there may not ever be an active market for our Common Stock. There are restrictions on the transferability of these securities.

 There currently is no market
for our Common Stock and, except as otherwise described herein, we have no plans to file any registration statement or otherwise attempt
to create a market for the shares. Even if an active market develops for the shares, Rule 144, which provides for an exemption from the
registration requirements under the Securities Act under certain conditions, requires, among other conditions, a holding period prior
to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements
under the Securities Act. There can be no assurance that we will fulfil any reporting requirements in the future under the Exchange Act
or disseminate to the public any current financial or other information concerning us, as is required by Rule 144 as part of the conditions
of its availability.

 Our common stock is
subject to the "penny stock" rules of the sec and the trading market in our securities is limited, which makes transactions
in our stock cumbersome and may reduce the value of an investment in our stock.

 Under U.S. federal securities
legislation, our common stock will constitute "penny stock". Penny stock is any equity security that has a market price of less
than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that
a broker or dealer approve a potential investor's account for transactions in penny stocks, and the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order
to approve an investor's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment
experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person
and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny
stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission
relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination.
Brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available
to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in penny stocks.

 Our insiders beneficially
own a significant portion of our stock, and accordingly, may have control over stockholder matters, our business and management.

 As of the date of this prospectus,
our executive officers and directors collectively beneficially own 14,561,143 shares of our common stock, or approximately 67.04% of our
issued and outstanding shares of common stock. As a result, our management team will have significant influence to:

 Elect or defeat the election of our directors;

 Amend or prevent amendment of our articles of incorporation or bylaws;

 effect or prevent a merger, sale of assets or other corporate transaction; and

 affect the outcome of any other matter submitted to the stockholders for vote.

 Moreover, because of the
significant ownership position held by our management team, new investors may not be able to effect a change in our business or management,
and therefore, shareholders would have no recourse as a result of decisions made by management. In addition, sales of significant amounts
of shares held by our management team, or the prospect of these sales, could adversely affect the market price of our common stock. Our
management team's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain
control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

 State securities laws
may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this
registration statement.

 Secondary trading in common
stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities
laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for
secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the
common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In
the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock
could be significantly impacted thus causing you to realize a loss on your investment.

 The Company does not intend
to seek registration or qualification of its shares of common stock the subject of this offering in any State or territory of the United
States. Aside from a "secondary trading" exemption, other exemptions under state law and the laws of US territories may be available
to purchasers of the shares of common stock sold in this offering,

 Anti-takeover effects
of certain provisions of Nevada state law hinder a potential takeover of our company. Though not now, in the future we may become
subject to Nevada's control share law. A corporation is subject to Nevada's control share law if it has more than 200 stockholders, at
least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation.
The law focuses on the acquisition of a "controlling interest" which means the ownership of outstanding voting shares sufficient,
but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation
in the election of directors:

 (i) one-fifth or more but
less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting
power may be direct or indirect, as well as individual or in association with others.

 The effect of the control
share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares
as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The
control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority
to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not
grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The
acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest,
their shares do not become governed by the control share law.

 If control shares are accorded
full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of
record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such
stockholder's shares.

 In addition to the control
share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and "interested
stockholders" for three years after the "interested stockholder" first becomes an "interested stockholder," unless
the corporation's board of directors approves the combination in advance. For purposes of Nevada law, an "interested stockholder"
is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting
shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the
beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation.
The definition of the term "business combination" is sufficiently broad to cover virtually any kind of transaction that would
allow a potential acquirer to use the corporation's assets to finance the acquisition or otherwise to benefit its own interests rather
than the interests of the corporation and its other stockholders.

 The effect of Nevada's business
combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain the
approval of our board of directors.

 Because we do not
intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they
sell them. We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate
paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to
receive a return on their shares unless they sell them. Stockholders may never be able to sell shares when desired. Before you invest
in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all
of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and
uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

 Our stock may be subject
to substantial price and volume fluctuations due to a number of factors, many of which are beyond our control and may prevent our stockholders
from reselling our Common Stock at a profit. The market prices for securities of logistics companies may be volatile and may fluctuate
substantially due to many factors, including:

 market conditions in the logistics sectors or the economy as a whole;

 price and volume fluctuations in the overall stock market;

 announcements of the introduction of new products and services by us or our competitors;

 actual fluctuations in our quarterly operating results, and concerns by investors that such fluctuations may occur in the future;

 deviations in our operating results from the estimates of securities analysts or other analyst comments;

 additions or departures of key personnel;

 legislation, including measures affecting e-commerce or infrastructure development; and

 developments concerning current or future strategic collaborations; and

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 We are a smaller reporting company as defined by
Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 ITEM 2. PROPERTIES

 Our corporate and executive
office is located No. 77, Sec 2, Guanxin Road, Guanmiao District, Tainan City, Taiwan 71072, telephone number +886-6-5950559. This lease
is being provided by our executive officer without charge.

 We also have administrative
offices located in the below locations:

 City, County

 Lease Expiration Date

 Use

 Shanghai, PRC

 12/31/2024

 Commercial

 Kowloon, Hong Kong

 12/31/2024

 Commercial

 We believe that our current
facilities are adequate for our current needs. We expect to secure new facilities or expand existing facilities as necessary to support
future growth. We believe that suitable additional space will be available on commercially reasonable terms as needed to accommodate our
operations. We do not own any real property.

 ITEM 1C.
CYBERSECURITY

 Cybersecurity
Risk Management and Strategy

 We
have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability
of our critical systems and information that is also appropriate for a business at our stage of development.

 Our
cybersecurity risk management program is aligned to the Company's business strategy. It shares common methodologies, reporting channels
and governance processes that apply to the other areas of enterprise risk, including legal, compliance, strategic, operational, and financial
risk. Key elements of our cybersecurity risk management program include:

 risk assessments designed to help identify
 material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise information technology
 environment;

 a security officer responsible for managing our cybersecurity
 risk assessment processes and our response to cybersecurity incidents;

 the use of external service providers, where appropriate,
 to assess, test or otherwise assist with aspects of our security procedures;

 when appropriate, training and awareness programs
 for team members to drive adoption and awareness of cybersecurity processes and procedures;

 a cybersecurity incident response plan that includes
 procedures for responding to cybersecurity incidents; and

 when appropriate, a third-party risk management process
 for service providers, suppliers, and vendors.

 In fiscal year
2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially
affect our business strategy, results of operations, or financial condition. However, we face potential cybersecurity threats
that, if realized, would materially affect us. These threats include but are not limited to ransomware and malware attacks, and compromised
business email and other social engineering threats. Our suppliers, customers, contractors and business partners also face similar cybersecurity risks,
which could have an adverse impact on our business. Additional information on cybersecurity risks we face is discussed in Part
I, Item 1A, "Risk Factors - While we are not aware of any data breach in the past, future cyberattacks, computer viruses or
any failure to adequately maintain security and prevent unauthorized access to our information technology system or data could result
in a disruption of our business operations and materially adversely affect our reputation, financial condition and operating results."

 Cybersecurity
Governance

 Our
sole director and officer is responsible for developing cybersecurity programs, including as may be required by applicable law or regulation.
He addresses cybersecurity as part of our overall enterprise risk management program and to the extent cybersecurity matters are addressed
in regular business updates. He is informed regarding the monitoring, prevention, detection, mitigation and remediation of cybersecurity
incidents.

 ITEM 3.
LEGAL PROCEEDINGS

 There are no material pending
legal proceedings to which we or our subsidiaries are a party or to which any of our or their property is subject, nor are there any such
proceedings known to be contemplated by governmental authorities. None of our directors, officers, affiliates or any owner of record or
beneficially of more than 5% of our common stock, or any associate of any of the foregoing, is involved in a proceeding adverse to our
business or has a material interest adverse to our business.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 (a)
 Market Information

 Our common stock is quoted
on the OTCQB under the symbol "NLSC". As of April 22, 2024, the last closing price of our securities was $0.29. Trading in
our common stock on the OTCQB has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual
market conditions. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily
reflect actual transactions. Set forth below is the range of high and low bid information for each quarter within the last two
fiscal years as provided by the OTC Markets website:

 Quarter

 High

 Low

 2023 Fourth Quarter

 $0.988

 $0.210

 2023 Third Quarter

 $0.934

 $0.125

 2023 Second Quarter

 $1.000

 $0.252

 2023 First Quarter

 $2.000

 $0.302

 2022 Fourth Quarter

 $2.000

 $0.130

 2022 Third Quarter

 $1.990

 $0.200

 2022 Second Quarter

 $2.260

 $0.540

 2022 First Quarter

 $6.800

 $1.500

 (b) Approximate Number of Holders of Common Stock

 As of April 23,
2024, there were approximately 110 shareholders of record of our common stock. Such number does not include any shareholders holding
shares in nominee or "street name".

 (c) Dividends

 Holders of our common stock
are entitled to receive such dividends as may be declared by our board of directors. We paid no dividends during the periods reported
herein, nor do we anticipate paying any dividends in the foreseeable future.

 (d) Equity Compensation Plan Information

 None.

 (e) Recent Sales of Unregistered Securities

 None.

 ITEM 6. SELECTED FINANCIAL DATA

 We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Background and Overview

 Namliong SkyCosmos, Inc. (" we " or
the " Company ") was incorporated on February 7, 2005, under the name Gemwood Productions, for the purpose of marketing
and selling day spa services to tourists at resort destinations throughout Mexico. On November 2, 2006, we changed our name to Kreido
Biofuels, Inc. in connection with the acquisition of Kreido Laboatories, Inc., a California corporation (" Kreido Labs "),
and the disposition of the Gemwood Leasco, Inc. subsidiary, through which entity the tourist business had been carried out. Kreido Labs
was founded to develop proprietary technology for building micro-composite materials for electronic applications, and developed technology
to improve the speed, completeness and efficiency of certain chemical reactions, including esterifications and transesterifications, in
the pharmaceutical and special chemical industries. In the first quarter of 2006, Kreido Labs elected to focus exclusively on the
biodiesel industry. This business was not successful, and we sold the technology and related assets to an unrelated party on March 5,
2009. After that disposition, we sought unsuccessfully for another acquisition until the present time. In November of 2019, the Company
discontinued operations of its subsidiary, Kreido Labs. On April 19, 2022, the Company changed its name to Namliong SkyCosmos, Inc.

 Our registration statement
on Form SB-2, file number 333-140718, became effective on June 28, 2007. Subsequent to the filing of our Annual Report on Form 10-K
for the year ended December 31, 2008, we continued to file annual and quarterly reports with the Securities and Exchange Commission on
a voluntary basis through the quarter ended September 30, 2009. On February 16, 2009, we elected to terminate our registration and
our election to file periodic reports. On March 2, 2018, we filed a registration statement on Form 10, and the registration statement
became effective on May 8, 2018.

 On November 10, 2017, the
Company issued 142,924,167 shares of common stock to Reed Petersen, its then officer and director in consideration of cash of $21,434
paid by him to satisfy accounts payable of the Company, and in conversion of $150,075 in accounts payable which he had acquired from the
owners of that debt. This transaction was exempt under section 4(2) of the Securities Act of 1933 as one not involving any public solicitation
or public offering, and was also exempt under Section 4(5) as an offering solely to accredited investors not involving any public solicitation
or public offering.

 On June 5, 2018, the Company
and its sole officer and director, G. Reed Petersen, entered into that certain Stock Purchase Agreement (the " Stock Purchase
Agreement "), pursuant to which Mr. Petersen agreed to sell to certain purchasers an aggregate of 142,924,167 shares of common
stock of the Company (the " Control Shares "), representing approximately 73% of the issued and outstanding stock of
the Company, for aggregate cash consideration of $420,000 in accordance with the terms and conditions of the Stock Purchase Agreement.
The sale of the Control Shares consummated on June 29, 2018. In connection with the sale of the Control Shares, G. Reed Petersen resigned
from his positions as the sole executive officer and director of the Company, effective June 29, 2018. Mr. Petersen's departure
was not due to any dispute or disagreement with the Company on any matter related to the Company's operations, policies or practices.
 Concurrently, the Board of Directors appointed Wai Lim Wong to fill the vacancies created by Mr. Petersen's resignation, and
to serve as the Company's sole Director, Chief Executive Officer, Chief Financial Officer and Secretary.

 On September 7, 2021, Board
of Directors Board of Directors accepted the resignation of Wai Lim Wong, and appointed CHAN Kwok Wai Davy as a new member of the Board
of Directors and CEO.

 On
December 14, 2021, the Company, nine stockholders (the " Selling Stockholders ") and six purchasers (the " Purchasers ")
entered into a Stock Purchase Agreement (the " SPA "), pursuant to which the Purchasers agreed to purchase from the Selling
Stockholders 13,099,243 shares of common stock of the Company, par value $0.001 (collectively, the " Shares "), constituting
approximately 89% of the issued and outstanding shares of common stock of the Company, for aggregate consideration of Four Hundred Twenty
Thousand Dollars ($420,000) in accordance with the terms and conditions of the SPA. The acquisition of the Shares consummated on December
20, 2021, and the Shares were ultimately purchased by the following individuals:

 Selling Shareholder

 No. of Common Stock

 Purchaser

 DOU Chu Ju

 554,856

 PG MAX & CO, LLC

 ZHANG Chao

 214,387

 CHEN,HSUEH-NI

 HEUNG Kin Leung Kenny

 HSIAO, CHUNG-PIN

 HEUNG Pak Kuen

 HSIAO, CHUNG-PIN

 HEUNG Teui Yee

 HSIAO, YU-CHIAO

 KWAN Chin Man

 HSIAO, YU-CHIAO

 LEUNG Wong Hung

 HSU, CHENG-HSING

 MAK Chit Ming Brian

 HSU, CHENG-HSING

 Pang King Sau Nelson

 12,000,000

 Orient Express & Co., Ltd.

 Total

 13,099,243

 Orient
Express & Co., Ltd. holds a controlling interest in the Company, and may unilaterally determine the election of the Board and other
substantive matters requiring approval of the Company's stockholders. Cheng Hsing Hsu, our new Chief Financial Officer and Director,
is the director and controlling shareholder of Orient Express & Co., Ltd. On September 13, 2022, Orient Express & Co.,
Ltd., a Samoan limited liability company ("OEC"), transferred to UGI all twelve million (12,000,000) shares of common stock
of the Company held by OEC in consideration of technical support, customer service and advisory services. Both OEC and UGI are wholly
owned and controlled by Cheng Hsing HSU.

 Upon
the consummation of the sale, Chan Kwok Wai Davy, our sole executive officer and director, resigned from all of his positions with the
Company, effective December 20, 2021. His resignation was not due to any dispute or disagreement with the Company on any matter relating
to the Company's operations, policies or practices.

 Concurrently with such resignation,
the following individuals were appointed to serve in the positions set forth next to their names, until the next annual meeting of stockholders
of the Company and until such director's successor is elected and qualified or until such director's earlier death, resignation
or removal:

 Name

 Position

 HSIAO, Chung Pin

 Chief Executive Officer and Director

 HSIAO, Yu-Chiao

 Secretary and Director

 HSU, Cheng Hsing

 Chief Financial Officer and Director

 Chung Pin HSIAO and Yu Chiao
HSIAO are siblings.

 Effective May 31, 2022, Chung
Pin HSIAO resigned from his positions as the Chief Executive Officer and Director of Namliong SkyCosmos, Inc. (the "Company"),
and Yu Chiao HSIAO resigned from her positions as the Secretary and Director of the Company. The departures of Mr. HSIAO and Ms. HSIAO
were for personal reasons and not due to any disagreement with the Company on any matter related to the Company's operations, policies
or practices.

 In connection with the foregoing
resignations, the Board of Directors of the Company appointed Cheng Hsing HSU, our current Chief Financial Officer and Director, to serve
as the Company's Chief Executive Officer and Secretary, effective May 31, 2022.

 Except as set forth in the
foregoing, none of the directors or executive officers has a direct family relationship with any of the Company's directors or executive
officers, or any person nominated or chosen by the Company to become a director or executive officer. All officers and directors will
serve in his or her positions without compensation. The Company hopes to enter into a compensatory arrangement with each officer in the
future.

 On
March 31, 2023, the Company entered into a Share Exchange Agreement with Continental Development Corporation, a Samoa company ("CDC")
that is controlled by Cheng Hsing HSU, our sole executive officer and director, to purchase 1,000,000 shares of common stock of Orient
Express & Co., Ltd. ("OEC"), a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC, held
by CDC. In consideration for such OEC shares, the Company agreed to issue to CDC two million shares of its common stock at a per share
price of $0.50. Mr. HSU is the director and sole executive officer of CDC. The acquisition consummated on April 30, 2023, and as a result,
OEC became a wholly owned subsidiary of the Company. As of the date of this report, the Company has not yet issued the 2,000,000 shares
due to Mr. Hsu.

 The
foregoing description of the Share Exchange Agreement is qualified in its entirety by reference to the Share Exchange Agreement which
is filed as Exhibit 10.1 to this Annual Report and is incorporated herein by reference.

 Business Overview

 ORIENT
EXPRESS & CO., LTD ("OEC") is a company registered in SAMOA. OEC was incorporated on April 21, 2009. The Company's
executive office is located at 77, Sec 2, Guanxin Rd, Guanmiao District., Tainan City 71825, Taiwan. In addition to the Taiwan administrative
office, OEC currently has two offices in China and one office in Hong Kong.

 Upon
consummation of our acquisition of OEC, we became a supply chain system company with established business bases in Tainan, Taiwan, and
Shanghai, China. Specifically, OEC assists customers in establishing its supply chain system. OEC focuses on providing assistance in the
following business sectors: textile products; green building materials; machinery and equipment; generators; coal trading; and bioenergy
and diesel.

 OEC's
business direction is to build "outdoor living solutions" for customers. In addition to the service of a single product, it
can also help customers build a "from scratch" one-stop service, improve the all-round outdoor life for customers, and create
an easy process of all in one. Through continuous integration and strict selection, we have integrated a number of high-quality and good
partners to improve diversified services including construction machinery for construction, hand-held convenient tools, environment-friendly
building materials, outdoor furniture, and even outdoor related products. It also covers sunshades, field exploration appliances, trailer
lighting vehicles, roof bags, etc.

 Results of Operations

 Following is management's
discussion of the relevant items affecting results of operations for the years ended December 31, 2023 and 2022.

 Revenues. The Company
generated no revenues during the years ended December 31, 2023 and 2022.

 Operating Expenses. Operating
expenses for the year ended December 31, 2023 were $589,456, consisting primarily of professional fees of $106,082, compared to $69,066
for the year ended December 31, 2022 and salaries of $478,000, compared to $0 for the year ended December 31, 2022. The increase
was mainly due to the addition of salaries, depreciation of right-of-use assets, legal fee, accounting and audit fee incurred by the Company
due to acquisition of subsidiary in April 2023.

 We expect operating expenses
to increase as we continue our process of identifying prospective acquisition targets and hopefully successfully consummate such an acquisition.

 Other Expense. The
Company had other expense of $566 for the year ended December 31, 2023 compared to $0 during the year ended December 31, 2022. The increase
is mainly due to foreign exchange loss and imputed interest on lease liabilities incurred during the year ended December 31, 2023.

 Net Loss. For
the year ended December 31, 2023, the Company had a net loss of $590,022, as compared to $69,066 for the year ended December 31, 2022.
The increase in net loss was due to addition of salaries, depreciation of right-of-use assets, legal fee, accounting and audit fee incurred
by the Company due to acquisition of subsidiary in April 2023.

 Liquidity and Capital Resources

 As of December 31, 2021, our
primary source of liquidity consisted of $0 in cash and cash equivalents. Since inception, we have financed our operations through a combination
of short and long-term loans, and through the private placement of our common stock.

 Going Concern Uncertainties.

 We have sustained significant
net losses which have resulted in a total stockholders' deficit as at December 31, 2023 of $50,110,176 and are currently experiencing
a substantial shortfall in operating capital which raises doubt about our ability to continue as a going concern. Until we successfully
consummate an acquisition with an operating company, we expect to continue to incur net losses. Depending upon the financial profile of
our acquired company, we may continue in our net loss position even after the acquisition of an operating company. With the expected cash
requirements for the coming months, without additional cash inflows from an increase in revenues combined with continued cost-cutting
or a receipt of cash from capital investment, there is substantial doubt as to the Company's ability to continue operations.

 There is presently no agreement
in place with any source of financing for the Company, and we cannot be assured that the Company will be able to raise any additional
funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially
dilutive to current shareholders. Lack of additional funds will materially affect the Company and its business and may cause us to cease
operations. Consequently, shareholders could incur a loss of their entire investment in the Company.

 Net Cash Used in Operating Activities.

 For the year ended December 31, 2023, net cash
used in operating activities was $70,652, which consisted primarily of a net loss of $590,022, and increase in accrued liabilities of
$513,650.

 For the year ended December 31, 2022, net cash
used in operating activities was $53,821, which consisted primarily of a net loss of $69,066, and increase in accrued liabilities of $15,245.

 Net Cash Used In/Provided By Investing Activities.

 There was no net cash used
in or provided by investing activities during the year ended December 31, 2023 and 2022.

 Net Cash Provided By Financing Activities.

 For the year ended December
31, 2023, net cash provided by financing activities was $70,514, from advance from a director of $70,514.

 For the year ended December
31, 2022, net cash provided by financing activities was $53,821, from advance from a director of $53,821.

 Off-Balance Sheet Arrangements

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

 Contractual Obligations

 As a "smaller reporting
company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

 Critical accounting policies

 The
preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are
based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of
their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from
these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in Note 2
to our financial statements contained herein.

 Recent accounting pronouncements

 The recent accounting standards
that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not
expected to have a material impact on our unaudited condensed consolidated financial statements upon adoption.

 Report of Independent Registered
Public Accounting Firm

 To the shareholders and the board
of directors of Namliong Skycosmos, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Namliong Skycosmos, Inc. (the "Company") as of December 31, 2023, and 2022 the related statements
of operations, changes in shareholders' equity and cash flows for the year ended December 31, 2023, and 2022, and the related notes
collectively referred to as the "financial statements".

 In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations
and its cash flows for the year ended December 31, 2023, and 2022, in conformity with U.S. generally accepted accounting principles.

 Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company incurred a net loss of $590,022
and suffered from an accumulated deficit of $50,110,176 as of December 31, 2023. These matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans with regards to these matters are also described in Note 3 to the financial
statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.

 OLAYINKA OYEBOLA & CO.

 (Chartered Accountants)

 We have served as the Company's auditor since 2021.

 Nigeria

 April 29, 2024

 Firm ID: 5968

 F- 1

 BALANCE SHEETS

 (Currency expressed in United States Dollars
("US$"), except for number of shares)

 (Restated)

 ASSETS

 Current asset:

 Cash

 $
 –

 $
 –

 Non-current asset:

 Right-of-use asset

 12,571

 –

 TOTAL ASSETS

 $
 12,571

 $
 –

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accrued liabilities

 $
 1,665,900

 $
 16,000

 Lease liabilities

 32,275

 –

 Amount due to a director

 124,335

 53,821

 Total current liabilities

 1,822,510

 69,821

 TOTAL LIABILITIES

 1,822,510

 69,821

 Commitments and contingencies

 –

 –

 STOCKHOLDERS' DEFICIT

 Preferred stock, 10,000,000 shares authorized, $ 0.001 par value, 0 shares issued and outstanding as of December 31, 2023 and December 31, 2022

 –

 –

 Common stock, 300,000,000 shares authorized, $ 0.001 par value, 14,706,513 and 14,706,513 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 Common stock to be issued, $0.001 par value, 2,000,000 and 0 shares as of December 31, 2023 and December 31, 2022, respectively

 2,000

 –

 Additional paid-in capital

 48,283,531

 49,435,627

 Accumulated deficit

 ( 50,110,176
)

 ( 49,520,154
)

 Stockholders' deficit

 ( 1,809,939
)

 ( 69,821
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 12,571

 $
 –

 The accompanying notes are an integral part of
these financial statements.

 F- 2

 STATEMENTS OF OPERATIONS

 (Currency expressed in United States Dollars
("US$"), except for number of shares)

 For the year ended
 December 31,

 2023

 2022

 Revenue

 $
 –

 $
 –

 Operating expenses:

 General and administrative expenses

 ( 589,456
)

)

 Total operating expenses

 ( 589,456
)

)

 LOSS FROM OPERATION

 ( 589,456
)

)

 Other expense:

 Interest expense

 ( 428
)

 –

 Foreign exchange loss

 ( 138
)

 –

 Total other income

 ( 566
)

 –

 LOSS BEFORE INCOME TAXES

)

)

 Income tax expense

 –

 –

 NET LOSS

 $
)

 $
)

 Net loss per share – Basic and Diluted

 $
 ( 0.04
)

 $
 ( 0.00
)

 Weighted average common shares outstanding

 –Basic and Diluted

 The accompanying notes are an integral part of
these financial statements.

 F- 3

 STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 (Currency expressed in United States Dollars
("US$"), except for number of shares)

 For the Year Ended December 31, 2023 and 2022

 Common stock

 Common stock to be issued

 Additional
 Paid-in

 Accumulated

 Total Stockholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance as of January 1, 2022

 $

 –

 $
 –

 $
 49,435,627

 $
 ( 49,451,088
)

 $
 ( 755
)

 Net loss for the year

 –

 –

 –

 –

 –

)

)

 Balance as of December 31, 2022

 $

 –

 $
 –

 $
 49,435,627

 $
 ( 49,520,154
)

 $
 ( 69,821
)

 Balance as of January 1, 2023

 $

 –

 $
 –

 $
 49,435,627

 $
 ( 49,520,154
)

 $
 ( 69,821
)

 Acquisition of a subsidiary

 –

 –

 2,000,000

 2,000

 ( 1,152,096
)

 –

 ( 1,150,096
)

 Net loss for the year

 –

 –

 –

 –

 –

)

)

 Balance as of December 31, 2023

 $

 2,000,000

 2,000

 $
 48,283,531

 $
 ( 50,110,176
)

 $
 ( 1,809,939
)

 The accompanying notes are an integral part of
these financial statements.

 F- 4

 STATEMENTS OF CASH FLOWS

 (Currency expressed in United States Dollars
("US$"))

 Year ended December 31,

 2023

 2022

 Cash flows from operating activities:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation of right-of-use assets

 5,292

 –

 Non-cash lease expense

 –

 Change in operating assets and liabilities:

 Accrued liabilities

 513,650

 15,245

 Net cash used in operating activities

 ( 70,652
)

 ( 53,821
)

 Cash flows from financing activities:

 Advance from a director

 70,514

 53,821

 Net cash provided by financing activities

 70,514

 53,821

 Effect on exchange rate change on cash and cash equivalents

 –

 Net change in cash and cash equivalents

 –

 –

 BEGINNING OF YEAR

 –

 –

 END OF YEAR

 $
 –

 $
 –

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid for income taxes

 $
 –

 $
 –

 Cash paid for interest

 $
 –

 $
 –

 The accompanying notes are an integral part of
these financial statements.

 F- 5

 NOTES TO FINANCIAL STATEMENTS

 FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

 NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

 Namliong Skycosmos, Inc. (the
"Company" or "NLSC") was incorporated as Gemwood Productions, Inc. under the laws of the State of Nevada on February
7, 2005. Gemwood Productions, Inc. changed its name to Kreido Biofuels, Inc. on November 2, 2006. The Company took its current form
on January 12, 2007 when Kreido Laboratories, Inc. (" Kreido Labs "), completed a reverse triangular merger with
Kreido Biofuels, Inc. On April 19, 2022, the Company changed its current name to Namliong SkyCosmos, Inc.

 Kreido Labs, formerly
known as Holl Technologies Company, was incorporated on January 13, 1995 under the laws of the State of California. Since incorporation,
Kreido Labs has been engaged in activities required to develop, patent and commercialize its products. Kreido Labs was the creator of
reactor technology that was designed to enhance the manufacturing of a broad range of chemical products.

 The cornerstone of Kreido
Labs' technology was its patented STT (Spinning Tube in Tube) diffusional chemical reacting system, which were
both a licensable process and a licensable system. In 2005, the Company demonstrated how the STT could make biodiesel
from vegetable oil rapidly with almost complete conversion and less undesirable by-products. The Company had continued to pursue this
activity, built and tested a pilot biodiesel production unit and, prior to June 20, 2008, was in the process of developing the first
of its commercial biodiesel production plants in the United States that, if constructed and put into operation, was expected to produce
approximately 33 million to 50 million gallons per year. On June 20, 2008, the Company announced that due to the weakening of
the economy, the continued financial market turmoil and the inability to raise needed capital to finance site construction and plant start-up
costs, the Company was suspending work regarding its flagship biodiesel production plant at the Port of Wilmington, North Carolina. In
November of 2018, the Company discontinued operations of its subsidiary, Kreido Labs.

 On March 31, 2023, the Company entered into a
Share Exchange Agreement with Continental Development Corporation, a Samoa company ("CDC") that is controlled by Cheng Hsing
HSU, our sole executive officer and director, to purchase 1,000,000 shares of common stock of Orient Express & Co., Ltd. ("OEC"),
a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC, held by CDC. In consideration for such OEC shares,
the Company agreed to issue to CDC two million shares of its common stock at a per share price of $0.50. Mr. HSU is the director and sole
executive officer of CDC. The acquisition was consummated on April 30, 2023, and as a result, OEC became a wholly owned subsidiary of
the Company.

 Prior to the Share Exchange, the Company was considered
as a shell company due to its nominal assets and limited operation. The transaction will be treated as a recapitalization of the Company.

 Upon the Share Exchange between the Company and
OEC on March 31, 2023, is a merger of entities under common control that Mr. HSU is the common director and shareholder of both the Company
and OEC. Under the guidance in ASC 805 for transactions between entities under common control, the assets, liabilities and results of
operations, are recognized at their carrying amounts on the date of the Share Exchange, which required retrospective combination of the
Company and OEC for all periods presented.

 Our current business
will be to seek to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf,
initiated any substantive discussions, directly or indirectly, with any business combination target.

 F- 6

 Our acquisition strategy
will be to assess a broad range of potential business combination targets and complete a business combination. In doing so,
we will evaluate the historical financial statements of the target, its management, and projected future results. In evaluating a prospective
target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent
management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will
be made available to us.

 We are not prohibited
from pursuing a business combination with a company that is affiliated with our management, but we have no plans to do so. We do not plan
to retain a significant equity position after closing of any acquisition and management does not plan to continue as part of the new management
team.

 We have not selected
any specific business combination target. Our sole officer and director presently has, and in the future may have additional, fiduciary
or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination
opportunity. Accordingly, if our officer and director becomes aware of a business combination opportunity which is suitable for an entity
to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations
to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officer/director
will materially affect our ability to complete our business combination.

 Our executive officer
is not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating
management time among various business activities, including identifying potential business combination targets and monitoring the related
due diligence.

 On December 14, 2021,
certain shareholders owning 13,099,243 of our common stock, representing a majority of issued and outstanding shares, agreed to sell their
shares to 6 shareholders. This constitutes a change in control of the Company.

 The details of the Company's subsidiary
are described below:

 Schedule of subsidiary information

 Name

 Place of incorporation

 and kind of

 legal entity

 Principal activities

 and place of operation

 Particulars of issued/

 registered share

 capital

 Effective interest

 Held

 Orient Express & Co., Ltd ("OEC")

 Samoa, a limited liability company

 Sales of rubber foaming machine

 1,000,000 issued shares of US$1 each

 100 %

 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 The accompanying consolidated financial statements reflect the application
of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements
and notes.

 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").

 Use of estimates and assumptions

 In preparing these consolidated financial statements,
management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues
and expenses during the years reported. Actual results may differ from these estimates.

 F- 7

 Fair value of financial instruments

 Financial instruments, including cash and accrued
expenses and other liabilities are carried at amounts, which reasonably approximate their fair value due to the short-term nature of these
amounts or due to variable rates of interest, which are consistent with market rates.

 Basis of consolidation

 The consolidated financial statements include
the accounts of NLSC and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated
upon consolidation. The consolidated financial statements include the accounts of NLSC and its subsidiary Orient Express and Co., Ltd.

 Cash and cash equivalents

 Cash and cash equivalents are carried at cost
and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an
original maturity of three months or less as of the purchase date of such investments.

 Revenue recognition

 The Company adopted Accounting Standards Update
("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09").

 Under ASU 2014-09, the Company recognizes revenue
when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects
to be entitled to in exchange for those goods or services.

 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:

 identify the contract with a customer;

 identify the performance obligations in the contract;

 determine the transaction price;

 allocate the transaction price to performance obligations in the contract; and

 recognize revenue as the performance obligation is satisfied.

 The Company's revenue is derived from the
sales of rubber foaming machine. The Company considers customer order confirmations to be a contract with the customer. Customer confirmations
are executed at the time an order is placed. Revenue is recognized when control of the product is transferred to the customer (i.e., when
the Company's performance obligation is satisfied), which typically occurs at shipment date. As a result, the Company has a present
and unconditional right to payment and record its accounts receivable.

 For each contract, the Company considers the promise
to transfer products to be the only identified performance obligation. The Company's revenues are recognized at a point in time.

 Impairment of long-lived assets

 In accordance with the provisions of ASC Topic
360, "Impairment or Disposal of Long-Lived Assets", all long-lived assets such as intangible asset held and used by the Company
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted
cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured
by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

 F- 8

 Leases

 The Company adopted Topic 842, Leases ("ASC
842"). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique
facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use ("ROU")
assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms
of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of
lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items
such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result,
the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar
term an amount equal to the lease payments in a similar economic environment.

 In accordance with the guidance in ASC 842, components
of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area
maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed
contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the
lease components and non-lease components.

 Lease expense is recognized on a straight-line
basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization
of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited
to the expected lease term.

 The Company has elected a practical expedient
to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement
and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.

 Loss per Common Share

 Basic loss per share is calculated by dividing
the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted
earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average
number of shares outstanding during the year.

 Income Taxes

 The Company adopted the ASC 740 Income tax provisions
of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return
should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from
an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position
should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate
settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting
in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income
tax benefits according to the provisions of paragraph 740-10-25-13.

 F- 9

 Fair Value of Financial Instruments

 The Company follows the guidance of the ASC Topic
820-10, Fair Value Measurements and Disclosures ("ASC 820-10"), with respect to financial assets and liabilities that are measured
at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 Level 1 inputs are quoted prices (unadjusted)
in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 Level 2 inputs are inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 Level 3 inputs are unobservable inputs for the
asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity
of these instruments.

 The carrying value of the Company's financial
instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable and amount due to or from a related party,
approximate their fair values because of the short-term nature of these financial instruments.

 Fair value estimates are made at a specific point
in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties
and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect
the estimates.

 Uncertain tax positions

 The Company did not take any uncertain tax positions
and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the years
ended December 31, 2023 and 2022.

 Commitments
and contingencies

 The Company follows the ASC 450-20, Commitments
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.

 F- 10

 Related parties

 The Company follows the ASC 850-10, Related
Party 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.

 Recent Accounting Pronouncements

 The FASB established the Accounting Standards
Codification (" Codification " or " ASC ") as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally
accepted accounting principles in the United States (" GAAP ").

 Rules and interpretative releases of the Securities
and Exchange Commission (" SEC ") issued under authority of federal securities laws are also sources of GAAP for SEC
registrants.

 Other accounting standards that have been issued
or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements
upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its
financial condition, results of operations, cash flows or disclosures.

 NOTE 3 – GOING CONCERN

 In order to continue as a going concern, the Company
will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining
capital from management sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, Management
cannot provide any assurances that the Company will be successful in accomplishing any of its plans, which raises substantial doubt about
the ability of the Company to continue as a going concern.

 The ability of the Company to continue as a going
concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure
other sources of financing and attain profitable operations. The accompanying condensed consolidated financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as a going concern.

 F- 11

 NOTE 4 – LEASES

 Operating lease right-of-use ("ROU")
asset and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU asset
represents the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's
obligation to make lease payments arising from the lease.

 As of December 31, 2023 and December 31, 2022,
right-of-use assets consisted of the following:

 Schedule of right of use assets

 Operating lease:

 Lease of office at cost

 $
 30,416

 $
 –

 Less: accumulated amortization

 ( 17,845
)

 –

 Right-of-use asset, net

 $
 12,571

 $
 –

 Lease liabilities:

 Current lease liabilities

 $
 32,275

 $
 –

 Non-current lease liabilities

 –

 –

 Total lease liabilities

 $
 32,275

 $
 –

 Maturities of operating lease liabilities as of
December 31, 2023 were as follows:

 Schedule of lease maturity

 Operating lease

 For the year ending December 31,

 2024

 $

 32,310

 2025

 –

 2026

 –

 2027

 –

 2028

 –

 Thereafter

 –

 Total future minimum lease payments

 32,310

 Less: imputed interest

 ( 35

)

 Present value of operating lease liabilities

 $

 32,275

 The Company leases various office and their lease
agreements are typically contracted for the fixed periods of 2.5 to 3 years.

 F- 12

 NOTE 5 – ACCRUED LIABILITIES

 Schedule of accrued liabilities

 Accrued salaries

 $
 1,614,250

 $
 –

 Other accrued expenses

 51,650

 16,000

 Total

 $
 1,665,900

 $
 16,000

 NOTE 6 – AMOUNT DUE TO A DIRECTOR
AND A RELATED PARTY

 The amount represented temporary advances from
a related party and Company's director, which were unsecured, interest-free and no fixed terms of repayment.

 NOTE 7 – STOCKHOLDERS' DEFICIT

 Common Stock

 The Company's Articles of Incorporation
authorize the issuance of up to 300,000,000 common shares, par value $ 0.001 per share, and 10,000,000 preferred shares, also $ 0.001 par
value. There were 14,706,513 shares and 14,706,513 shares of common stock outstanding at December 31, 2023 and 2022, respectively. There
were no preferred shares outstanding during any periods presented.

 Common Stock to be issued

 On March 31, 2023, the Company entered into a
Share Exchange Agreement with Continental Development Corporation, a Samoa company ("CDC") that is controlled by Cheng Hsing
HSU, our sole executive officer and director, to purchase 1,000,000 shares of common stock of Orient Express & Co., Ltd. ("OEC"),
a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC, held by CDC. In consideration for such OEC shares,
the Company agreed to issue to CDC two million shares of its common stock at a per share price of $0.50.

 As of December 31, 2023 and 2022, the Company
had 2,000,000 and 0 shares of its common stock committed to be issued but pending to be consummated, respectively.

 NOTE 8 – INCOME TAXES

 United States of America

 On December 22, 2017, the 2019 Tax Cuts and Jobs
Act (the " Tax Act ") was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings
and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect
of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and
liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign
earnings and therefore, we do not anticipate the impact of a transition tax.

 We have remeasured our U.S. deferred tax assets
at a statutory income tax rate of 21%. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting
interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and
other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions.

 F- 13

 The cumulative tax effect at the expected rate
of 21% as of December 31, 2023 and 2022 of significant items comprising our net deferred tax amount is as follows:

 Schedule of deferred tax asset

 2023

 2022

 Net operating loss carryover

 $
 49,626,318

 $
 49,520,154

 Deferred tax asset

 10,421,527

 10,399,232

 Less: valuation allowance

 ( 10,421,527
)

 ( 10,399,232
)

 Net deferred tax asset

 $
 –

 $
 –

 At December 31, 2023, the Company had net operating
loss carry forwards of approximately $ 49,626,318 that may be offset against future taxable income. The Tax Act also changed the rules
on net operating loss carry forwards. The 20-year limitation was eliminated, giving the taxpayer the ability to carry forward losses indefinitely.
However, NOL carry forward arising after January 1, 2020, will now be limited to 80 percent of taxable income.

 No tax benefit has been reported in the December
31, 2023, the Company's financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting
purposes are subject to annual limitations. A change in ownership may limit net operating loss carry forwards in future years.
 The benefits of our deferred tax assets, including our NOLs, built-in losses and tax credits would
be reduced or potentially eliminated if we experienced an "ownership change" under Section 382.

 Hong Kong

 OEC is subject to Hong Kong Profits Tax at the
two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong.

 The reconciliation of income tax rate to the effective
income tax rate for the year ended December 31, 2023 and 2022 is as follows:

 Schedule of reconciliation of income tax expense

 Year ended December 31,

 2023

 2022

 Loss before income taxes

 $
 ( 483,858
)

 $
 –

 Statutory income tax rate

 16.5 %

 16.5 %

 Income tax expense at statutory rate

 ( 79,836
)

 –

 Net operating loss

 79,836

 –

 Income tax expense

 $
 –

 $
 –

 As of December 31, 2023, the operations in Hong
Kong incurred $ 1,150,096 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating
loss carryforwards has no expiry under Hong Kong tax regime. The Company has provided for a full valuation allowance against the deferred
tax assets of $189,766 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is
more likely than not that these assets will not be realized in the future.

 F- 14

 The following table sets forth the significant
components of the deferred tax assets of the Company as of December 31, 2023 and 2022:

 Schedule of deferred tax assets - Hong Kong

 Deferred tax assets:

 Net operating loss carryforwards

 –Hong Kong

 $
 189,766

 $
 –

 Less: valuation allowance

 ( 189,766
)

 –

 Net deferred tax asset

 $
 –

 $
 –

 NOTE 9 – RELATED PARTY TRANSACTIONS

 During the year ended December 31, 2023 and 2022,
the Company has been provided with free office space by its shareholders. The management determined that such cost is nominal and did
not recognize the rent expense in its financial statements.

 For the year ended December 31, 2023 and 2022,
the Company paid the allowance of $ 100,000 and $ 0 to the director for his service.

 On March 31, 2023, the Company entered into a
Share Exchange Agreement with Continental Development Corporation, a Samoa company ("CDC") that is controlled by Cheng Hsing
HSU, our sole executive officer and director, to purchase 100% equity interest (equal to 1,000,000 shares of common stock) of Orient Express
& Co., Ltd. ("OEC"), a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC. NLSC will
issue 2 million shares of its common stock at a price of $0.5 per share to CDC, the sole shareholder of OEC. The acquisition is considered
as related party transaction, whereas Mr. Cheng Hsing HSU is a sole shareholder of the Company and also currently controls OEC.

 Apart from the transactions and balances detailed
elsewhere in these accompanying financial statements, the Company has no other significant or material related party transactions during
the years presented.

 NOTE 10 – COMMITMENTS AND CONTINGENCIES

 As of December 31, 2023, the Company has no material
commitments or contingencies.

 NOTE 11 – 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, 2023, up through the date the Company issued the consolidated financial statements.

 F- 15

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Management's Evaluation on Disclosure Controls and Procedures

 We maintain disclosure controls
and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions
regarding required disclosure.

 As of December 31, 2023, we
carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and
procedures were not effective as of the end of the period covered by this quarterly report. Our board of directors has only one
member. We do not have a formal audit committee.

 Management's Annual Report on Internal Control Over Financial
Reporting

 Management is responsible
for establishing and maintaining adequate internal control over financial reporting for our company. Our control system is designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those
policies and procedures that:

 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and disposition of our assets;

 provide reasonable assurance that the transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles and that receipts and expenditures are being made only
with proper authorizations of management and directors; and

 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of company assets that could have a material effect on the financial statements.

 Because of inherent limitations,
internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

 Management, including our
principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting
as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in the 2013 Internal Control Over Financial Reporting – Guidance for Smaller Public Companies.
Based on our assessment and those criteria, our management concluded that our internal control over financial reporting was not effective
as of December 31, 2023.

 Changes in Internal Control over Financial Reporting

 There have been no significant
changes in our internal controls over financial reporting that occurred during the year ended December 31, 2023, that have materially
or are reasonably likely to materially affect, our internal controls over financial reporting.

 ITEM 9B OTHER INFORMATION

 During the quarter ended December 31, 2023, no
director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is
defined in Item 408(a) of Regulation S-K. The issuer has not yet adopted insider trading policies and procedures
governing the purchase, sale, and/or other dispositions of the issuer's securities by directors, officers and employees, or the
issuer itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations. The issuer intends
to adopt such policies once its business matures.

 ITEM 9C. DISCLOSURE REGARDING
FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 ITEM 10 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 Set forth below is the name
and age of each of our directors and executive officers as of December 31, 2023, together with all positions and offices held by them,
the term of office and the period during which they have served. All directors hold office for one year or until their successors
are elected or appointed at the next annual meeting of our shareholders. Our officers are appointed by our board of directors and
hold office until their resignation or removal from office. The names, ages and positions of our directors and executive officers as of
December 31, 2023 are as follows:

 Name

 Age

 Position

 Chen Hsing HSU

 CEO, CFO, Secretary and Director of Namliong SkyCosmos, Inc. and CFO of Orient Express & Co., Ltd.

 Chia-Ling CHANG (Annie Chang)

 CEO of Orient Express & Co., Ltd.

 The following is a brief account
of the education and business experience during the past five years of our directors and officers, indicating their principal occupation
during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

 Mr. Cheng
Hsing Hsu, age 56, joined the Company as our Chief Financial Officer and director on December 20, 2021. Mr. Hsu was appointed
to serve as the Company's Chief Executive Officer and Secretary, effective May 31, 2022. He is the director and controlling shareholder
of Orient Express & Co., Ltd., the controlling shareholder of the Company. He has served as the Chief Financial Officer of Nam Liong
Group General Management Office since April 2003, the Supervisor at Namliong Global Corp(5450.TW)., Taiwan since June 2010, and the Supervisor
of TIONG LIONG Corporation since May 2013. From January 2019 to July 2021, he served as a Director and the Chief Financial Officer of
VIVIC CORP. (VIVC. Nasdaq QB), U.S.A. He expects to be appointed to serve on the Board Directors of Times Education Holdings Australia,
Pty. (TEH) in December 2021. Mr. Hsu was the Associate General Manager of Dachan Foods (Asia)Company (3999.HK), Hong Kong from March
2001 to March, 2003. From February 2000 to February 2001, he was the manager of Finance Department of Catcher Technology Company
(2474.TW), Taiwan. From May 1993 to February 2000, he was the Manager of Accounting Department of Great Wall Enterprise Co.,
Ltd(1210.TW), Taiwan. Mr. Hsu brings to the Board his expertise in operational and financial expertise. He received a Bachelor
of Accounting from Fengjia University, Taiwan and EMBA from Chengjung University, Taiwan.

 Chia-Ling CHANG,
age 56, has served as the Chief Executive Officer of Orient Express & Co., Ltd. since Jan 1, 2022. From 1993 to 2020, Mrs. Chang was
a teacher at the Tainan Institute of Education. Ms. Chang received her M.B.A. from Chang Jung Christian University and her B.A. in Accounting
from Feng Chia University.

 Family Relationships

 None of the directors or executive
officers has a direct family relationship with any of the Company's directors or executive officers, or any person nominated or
chosen by the Company to become a director or executive officer. All officers and directors will serve in his or her positions without
compensation. The Company hopes to enter into a compensatory arrangement with each officer in the future.

 Involvement in Certain
Legal Proceedings

 No executive officer or director
has been involved in the last ten years in any of the following:

 Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

 Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or

 Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Board Committees and Audit Committee Financial
Expert

 As of the date of this Report,
our board of directors is comprised of 1 director: Mr. Cheng Hsing Hsu, who is not independent. We do not currently have a standing audit,
nominating or compensation committee of the board of directors, or any committee performing similar functions. Our board of directors
performs the functions of audit, nominating and compensation committees. As of the date of this report, no member of our board of directors
qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities
Act. We hope to attract a director who qualifies as an "audit committee financial expert" as our business operations mature.

 Our board of directors does
not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors
has determined that it is in the best position to evaluate our company's requirements as well as the qualifications of each candidate
when the board considers a nominee for a position on our board of directors.

 Code of Ethics

 We have not yet adopted a
code of ethics that applies to our principal executive officer, principal financial officer principal accounting officer or controller
in light of our Company's current stage of development. We expect to adopt a code of ethics in the near future.

 ITEM 11. EXECUTIVE COMPENSATION

 Compensation Philosophy and Objectives

 Our executive compensation
philosophy is to create a long-term direct relationship between pay and our performance. Our executive compensation program is designed
to provide a balanced total compensation package over the executive's career with us. The compensation program objectives are to
attract, motivate and retain the qualified executives that help ensure our future success, to provide incentives for increasing our profits
by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders. The compensation
package of our named executive officers consists of two main elements:

 1.

 base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations; and

 2.

 discretionary bonus awards payable in cash and tied to the satisfaction of corporate objectives.

 Process for Setting Executive Compensation

 Until such time as we establish
a Compensation Committee, our Board is responsible for developing and overseeing the implementation of our philosophy with respect to
the compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation
remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. We expect to annually review
and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executive's
compensation. We process and factors (including individual and corporate performance measures and actual performance versus such measures)
used by the Chief Executive Officer to recommend such awards. Additionally, we expect to review and approve the base salary, equity-incentive
awards (if any) and any other special or supplemental benefits of the named executive officers.

 The Chief Executive Officer
periodically provides the Board with an evaluation of each named executive officer's performance, based on the individual performance
goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors. The Board provides
an evaluation for the Chief Executive Officer. These evaluations serve as the bases for bonus recommendations and changes in the compensation
arrangements of our named executives.

 Our Compensation Peer Group

 We currently engage in informal
market analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we may retain compensation
consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in
size or business for the purpose of comparing executive compensation levels.

 Program Components

 Our executive compensation
program consists of the following elements:

 Base Salary

 Our base salary structure
is designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and
profitability. The base salary for each named executive officer reflects our past and current operating profits, the named executive officer's
individual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions
within similarly situated companies. In determining and setting base salary, the Board considers all of these factors, though it does
not assign specific weights to any factor. The Board generally reviews the base salary for each named executive officer on an annual basis.
For each of our named executive officers, we review base salary data internally obtained by the Company for comparable executive positions
in similarly situated companies to ensure that the base salary rate for each executive is competitive relative to the market.

 Discretionary Bonus

 The objectives of our bonus
awards are to encourage and reward our employees, including the named executive officers, who contribute to and participate in our success
by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who will contribute to that
success.

 Summary Compensation Table

 The following summary compensation
table sets forth the aggregate compensation we paid or accrued during the fiscal years ended December 31, 2023 and 2022, to (i) our Chief
Executive Officer (principal executive officer), (ii) our Chief Financial Officer (principal financial officer), (iii) our three most
highly compensated executive officers other than the principal executive officer and the principal financial officer who were serving
as executive officers on December 31, 2023, whose total compensation was in excess of $100,000, and (iv) up to two additional individuals
who would have been within the two-other-most-highly compensated but were not serving as executive officers on December 31, 2023.

 SUMMARY COMPENSATION TABLE.

 Name and Principal Position

 Year

 Salary

 Bonus

 Stock

Awards

 Option

Awards

 Non-Equity

Incentive

Plan

Compensation

 Change in

Pension

Value and

Non-qualified

Deferred

Compensation

Earnings

 All Other

Compensation

 Total

 Cheng Hsing HSU

 2023

 100,000

 $

 100,000

 Chia-Ling CHANG

 2022

 133,333

 133,333

 (1)

 Mr. Hsu was appointed to serve as the Chief Financial Officer and Director on December 20, 2021. On May 31, 2022, he was appointed to serve as the Chief Executive Officer and Secretary. Mr. Hsu has also served as the Chief Financial Officer of Orient Express Co. & Ltd. since 2009.

 (2)

 Ms. Chang was appointed the Chief Executive Officer of Orient Express Co. & Ltd. on Jan 1, 2022.

 Narrative disclosure to Summary Compensation

 Mr. HSU did not receive any
compensation for services in his capacity as a director and the sole executive officer of the Company. However, HSU receives an annual
salary of $150,000 in his capacity as Chief Financial Officer of Orient Express Co. & Ltd.

 Chia-Ling CHANG receives an
annual salary of $200,000 in her capacity as Chief Executive Officer of Orient Express Co. & Ltd.

 The foregoing descriptions
of the employment agreements of Mr. Hsu and Ms. Chang are qualified in their entirety by reference to their employment agreements which
are attached hereto as Exhibits 10.2 and 10.3.

 Other than set out above and
below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
We expect to establish one or more incentive compensation plans in the future. Our directors and executive officers may receive securities
of the Company as incentive compensation at the discretion of our board of directors in the future. We do not have any material bonus
or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.

 Equity Awards

 There are no unvested options,
warrants or convertible securities outstanding.

 At no time during the last
fiscal year with respect to any of any of our executive officers was there:

 any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined;

 any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;

 any option or equity grant;

 any non-equity incentive plan award made to a named executive officer;

 any nonqualified deferred compensation plans including nonqualified defined contribution plans; or

 any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

 Compensation of Directors

 During our fiscal year ended
December 31, 2023, we did not provide compensation to any of our employee directors for serving as our director. We currently have no
formal plan for compensating our directors for their services in their capacity as directors, although we may elect to issue stock options
to such persons from time to time. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred
in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director
undertaking any special services on our behalf other than services ordinarily required of a director.

 Compensation Risk Management

 Our Board of directors and
human resources staff conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment,
we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to
have material adverse effect on the Company. The assessment included our cash incentive programs, which awards non-executives with cash
bonuses for punctuality. Our compensation programs are substantially identical among business units, corporate functions and global locations
(with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered in this assessment included:

 the alignment of pay philosophy, peer group companies and compensation amounts relative to local competitive practices to support our business objectives; and

 effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion.

 Compensation Committee Interlocks and Insider
Participation

 We have not yet established
a Compensation Committee. Our Board of Directors performs the functions that would be performed by a compensation committee. During the
fiscal year ended December 31, 2023, none of our executive officers has served: (i) on the compensation committee (or other board committee
performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose
executive officers served on our board of directors; (ii) as a director of another entity, one of whose executive officers served on the
compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire
board of directors) of the registrant; or (iii) as a member of the compensation committee (or other board committee performing equivalent
functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers
served as a director of the company.

 Compensation Committee Report

 Our board of directors has
reviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with
management, the board of directors recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form
10-K for the year ended December 31, 2023. The material in this report is not deemed filed with the SEC and is not incorporated by reference
in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on,
before, or after the date of this Report on Form 10-K and irrespective of any general incorporation language in such filing.

 Submitted by the board of directors:

 Cheng Hsing HSU

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

 The following table
sets forth certain information concerning the number of shares of our common stock owned beneficially as of April 23, 2024,
by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii)
each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii)
officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown.

 Except as indicated
in footnotes to this table, we believe that the stockholders named in this table will have sole voting and investment power with respect
to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless
otherwise indicated, the address for each director and executive officer listed is: c/o Namliong SkyCosmos, Inc., 37 th Floor,
Singapore Land Tower, 50 Raffles Place, Singapore 048623.

 Name and Address of Beneficial Owner (1)

 Number of Common Shares

 Percentage of Class

 HSU, Cheng Hsing, Chief Executive Officer, Chief Financial Officer, Secretary and Director (2)

 12,110,000

 82.34%

 All executive officers and directors as a

Group (1 persons)

 12,110,000

 82.34%

 5% or Greater Stockholders:

 Unicorn Global, Inc. (2)

 12,000,000

 81.6%

 (1)

 Applicable percentage ownership is based on 14,706,513 shares of common stock
outstanding as of April 23, 2024 together with securities exercisable or convertible into shares of common stock within 60 days of April
23, 2024. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership
of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible
or that will become exercisable or convertible within 60 days of April 23, 2024, are deemed to be beneficially owned by the person holding
such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are
not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 (2)

 Cheng Hsing HSU, our sole executive officer and director, is the control
person of Unicorn Global, Inc. Cheng Hsing HSU directly owns 110,000 shares of our common stock.

 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

 Other than as disclosed below,
there are no transactions during our two most recent fiscal years ended December 31, 2023, and December 31, 2022, or any currently proposed
transaction, in which our Company was or to be a participant and the amount exceeds the lesser of $120,000 or one percent of the average
of our Company's total assets at year end for our last two completed years, and in which any of our directors, officers or principal
stockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material interest.

 During the year ended December
31, 2023, Cheng Hsing HSU, our Chief Financial Officer, Director and shareholder provided us with free office space. The management determined
that such cost is nominal and did not recognize the rent expense in its financial statements.

 Director Independence

 Though not a listed company,
we intend to adhere to the corporate governance standards adopted by NASDAQ. NASDAQ rules require our Board to make an affirmative determination
as to the independence of each director. Consistent with these rules, our Board conducted its annual review of director independence.
During the review, our Board considered relationships and transactions since incorporation between each director or any member of her
immediate family, on the one hand, and us and our subsidiaries and affiliates, on the other hand. The purpose of this review was to determine
whether any such relationships or transactions were inconsistent with a determination that the director is independent. Based on this
review, our Board determined that none of the current members of our Board are independent directors under the criteria established by
NASDAQ and by our Board.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Olayinka Oyebola & Co.
("Olayinka") audited our financial statements for the fiscal years ended December 31, 2023 and 2022.

 All audit work was performed
by the employees of Olayinka for the above mentioned fiscal years. Our board of directors does not have an audit committee. The functions
customarily delegated to an audit committee are performed by our full board of directors. Our board of directors approves in advance,
all services performed by Olayinka, but have not adopted pre-approval policies or procedures. Our board of directors has considered whether
the provision of non-audit services is compatible with maintaining the principal accountant's independence, and has approved such
services.

 The following table sets forth
fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and
the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit
or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax
advice and tax planning, and all other fees for services rendered.

 Fee Category

 Fiscal year ended

 Fiscal year ended

 Audit fees (1)

 $20,000

 $4,000

 Audit-related fees (2)

 Tax fees (3)

 All other fees (4)

 Total fees

 $20,000

 $4,000

 (1)

 Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our
interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection
with statutory or regulatory filings or engagements.

 (2)

 Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review
of our financial statements, but are not reported under "Audit fees."

 (3)

 Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

 (4)

 All other fees consist of fees billed for all other services.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 The following documents are filed as part of this report:

 (1)

 Financial Statements

 Financial Statements are included in Part II, Item 8 of this report.

 (2)

 Financial Statement Schedules

 No financial statement schedules are included because
such schedules are not applicable, are not required, or because required information is included in the financial statements or notes
thereto.

 (3)

 Exhibits

 Exhibit No.

 Description

 3.1

 Articles of Incorporation (1)

 3.2

 Certificate of Amendment (2)

 3.3

 Amended and Restated Bylaws (3)

 4.1

 Form of Common Stock Certificate (1)

 4.2

 Description of Securities (4)

 10.1

 Share Exchange Agreement, dated March 31, 2023, by and between Namliong SkyCosmos, Inc. and Continental Development Corporation, a Samoa corporation (5)

 10.2

 Employment Agreement, dated January 1, 2022, by and between Orient Express & Co., Ltd. and Chia-Ling Chang (5)

 10.3

 Employment Agreement, dated January 1, 2022, by and between Orient Express & Co., Ltd. and Chen-Hsing HSU (5)

 Subsidiary *

 31.1

 Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer and Principal Financial Officer *

 32.1

 Rule 1350 Certification of Principal Executive Officer and Principal Financial Officer *

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 _________________

 *

 Filed herewith.

 (1)

 Incorporated by reference to the Exhibits to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2022.

 (2)

 Incorporated by reference to the Exhibit 3.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 22, 2023.

 (3)

 Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on April 4, 2007 (File No. 333-130606).

 (4)

 Incorporated by reference to the Exhibit 4.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2023.

 (5)

 Incorporated by reference to the Exhibits to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2023.

 (6)

 XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act is deemed not filed for purposes of Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.

 ITEM 16. FORM 10-K SUMMARY.

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 April 29, 2024

 By:

 /s/ Chen Hsing HSU

 Chen Hsing HSU

 Chief Executive Officer, Chief Financial Officer, Secretary and Director

 Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Chen Hsing HSU*

 Chen Hsing HSU

 Chief Financial Officer and Director

 (Principal Financial Officer)

 April 29, 2024