ITEM 1. BUSINESS
The discussion of the business of Genufood
Energy Enzymes Corp. and its wholly-owned subsidiaries (“Genufood” or the “Company”), is as of the date
of filing this report, unless otherwise indicated.
Original Business
During our historic period, we were a start-up
company whose main focus was to promote, market, distribute and export a range of enzyme products manufactured in the United States
for sale for human and animal consumption in certain Asian markets, including the Association of Southeast Asian Nations (“ASEAN”).
Our objective was to commence marketing and distribution of a range of enzyme products for human and animal consumption to sole
country distributors, wholesalers, dealers and retailers, as well as to the general public following a Multi-Level Marketing –
Franchise Investor Dealer Related (MLM-FIDR) concept, beginning in Taiwan, and then China, Hong Kong, Macau, Thailand, Malaysia,
Singapore and Sri Lanka.
As previously reported by previous management:
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On May 24, 2011, GEEC Internet Sales (Private) Limited
(“GEECIS”), a wholly-owned subsidiary of GEEC, was established in the Democratic Socialist Republic of Sri Lanka.
GEECIS was established initially to be responsible for GEEC’s internet sales worldwide, but its role changed to that of
a sole country distributor. On August 8, 2013, GEECIS changed the company name from GEEC Internet Sales (Private) Limited to Genufood
Enzymes Lanka (Private) Limited (“GELPL”).
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On February 13, 2012 GEEC incorporated a wholly-owned
subsidiary company, GEEC Enzymes (S) Pte Ltd (“GESPL”) in Singapore with a view to be the sole country distributor
for ProCellax and ProAnilax in Singapore. GESPL had started initial test marketing for the range of ProCellax enzymes products.
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On May 2, 2013, GESPL entered into a Lease Agreement
with Harmony Convention Holdings Pte Ltd to lease a store premises at Suntec City Mall for a period of three years.
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On April 9, 2014, GESPL entered into a License Agreement
with City Square Mall, City Developments Limited to lease a pushcart store for a period of two month with option to renew.
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On May 14, 2014, GESPL entered into a Consignment Agreement
with Nature’s Farm Pte. Ltd. to display and sell the Procellax range of enzyme products at six stores/locations throughout
Singapore.
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At some point during our historic period,
previous management also reported that GEPSL had a total of eight stores in Singapore for the display and resale of the Procellax
range of enzyme products.
Additionally, Genufood Enzymes (Thailand)
Co., Ltd. was set up as a wholly-owned subsidiary in Thailand in 2014.
During our historic period, we were in the
development stage with no significant revenues. Our initial operations included organization, capital formation, target markets
identification and developing marketing plans.
On August 19, 2014, GEEC entered into a
share exchange agreement (the “Natfresh Exchange Agreement”) with Natfresh Beverages Corp. (“Natfresh”),
pursuant to which shareholders of Natfresh were issued one share of GEEC common stock (our “Common Stock”) for each
share of Natfresh stock they owned as of the record date of the transaction. At the time of this transaction, Natfresh and we were
under common control through management of both companies by Yi Lung (Oliver) Lin and possibly through common ownership of certain
large shareholders, including Oliver Lin. See Item 13, “Certain Relationships and Related Transactions, and Director Independence”.
At some point, which we believe may have
occurred approximately mid- to late-2016, previous management ceased operating our original business. We have not generated any
revenue from operations since that time.
Recent Developments
After a period of time following the cessation
of our original business at the initiative of previous management, Oliver Lin stated that he was unable to handle the Company’s
daily operations due to a legal matter in which he was then personally involved and he advised the Company that it required a new
management team.
Pursuant to an agreement entered into on
April 18, 2017 (the “April 2017 Agreement”), Oliver Lin resigned as the Company’s President, Chief Financial
Officer, Principal Accounting Officer, Secretary, Treasurer and a director. On the same day, Boon Kee (Beckenburg) Lim, the son
of Oliver Lin, resigned as the Company’s Chief Executive Officer.
Also pursuant to the April 2017 Agreement,
on April 18, 2017, the Board of Directors appointed Jui Pin (John) Lin as our President, Chief Executive Officer, Principal Executive
Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer. On the same date, John Lin, Ching Ming
(James) Hsu and Yi Ling (Betty) Chen became directors. John Lin and Oliver Lin are not related.
A dispute arose between John Lin and Oliver
Lin regarding the amount of compensation that Oliver Lin claimed he was owed by GEEC for prior period service, which amount was
supposed to be paid to Oliver Lin pursuant to the April 2017 Agreement. We made a partial payment in the amount of $50,000 to Oliver
Lin with respect to this claimed amount. See Item 11, “Executive Compensation”. Oliver Lin claimed additional amounts
were owed to him. See Item 3, “Legal Proceedings”.
There was also a dispute between John Lin
and the Company over the price he paid for certain of our securities that he had purchased pursuant to the April 2017 Agreement,
which was at a different price from the price paid in a contemporaneous private offering of our securities (the “2017 Offering”)
by other investors. See Item 13, Certain Relationships and Related Transactions, and Director Independence” and Item 5, “Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Recent Sales
of Unregistered Securities”.
Because we did not having access to the
Company’s financial books and records, which remained in the possession of Oliver Lin, despite Oliver Lin’s agreement
to return all such books and records pursuant to the April 2017 Agreement, the Company entered into a series of agreements with
AFS Singapore (Paralegal) Pte Ltd. (“AFS”), an entity controlled by Oliver Lin, in connection with the need to prepare
the Company’s audited and interim consolidated financial statements and other matters.
From July 10, 2017 through August 25, 2017,
we entered into seven similar agreements with AFS (collectively, the “AFS Agreements”), pursuant to which AFS was to:
prepare agendas, minutes and/or resolutions for certain Board meetings (or action by written consent) and a special shareholders’
meeting; prepare employment agreements for James Hsu and Betty Chen; prepare subscription documents for a private offering of our
securities and prepare instructions to our transfer agent with respect to issuances pursuant to such offering; make introductions
to a new audit firm and review the engagement agreement from such firm; act as audit coordinator, including prepare Notes to Consolidated
Financial Statements, for fiscal years 2014, 2015 and 2016 and the first three quarters of fiscal year 2017 (later expanded to
include all of fiscal years 2017 and 2018); prepare news releases; review one or more Current Reports on Form 8-K; and act as liaison
with the Board of Directors, management and our professional advisors. For these services, AFS would charge us on an hourly basis
at a rate varying between $250 and $600 per hour, depending upon the seniority of the person performing the services.
In part because of the disputes between
John Lin and Oliver Lin, and between John Lin and the Company, as described above, a majority in voting interest of our shareholders
executed a written consented dated August 4, 2017, pursuant to which John Lin was removed as a director. On the same date, directors
James Hsu and Betty Chen removed John Lin as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting
Officer, Secretary and Treasurer. Also on August 4, 2017, the Board of Directors elected James Hsu as our President, Chief Executive
Officer and Chief Financial Officer. Also on this date, our Board of Directors elected Betty Chen as our Treasurer, Principal Accounting
Officer and Secretary.
Following these developments, the Company
entered into three more agreements with AFS (among the seven AFS Agreements described above) and another agreement with AFS dated
August 28, 2017, pursuant to which AFS was engaged as the management consultant for the Company, including developing a marketing
strategy, forming a U.S. subsidiary, training Company employees in sales and marketing; attending meetings as appropriate and serving
as a liaison with the Board of Directors, management and our professional advisors. For these services, AFS would charge us on
an hourly basis at a rate varying between $250 and $600 per hour, depending upon the seniority of the person performing the services.
Mr. Hsu and Ms. Chen traveled to Singapore
in September 2017, to meet with the Company’s bookkeeper and coordinate the Company’s audit. Subsequently, Mr. Hsu
and Ms. Chen traveled to the United States and met with various people, including the Company’s professional advisors, to
discuss the pending audit and certain legal matters. As a result of these two trips, Mr. Hsu and Ms. Chen determined that Oliver
Lin had not handed over the Company’s complete corporate files, including its complete books and records and other financial
information, to our new management team, and was not otherwise performing or cooperating with the Company under the AFS Agreements.
On October 5, 2017, the Company dismissed
AFS and Oliver Lin as a consultant under the AFS Agreements AFS billed us $68,352, plus interest, during the period July 10, 2017
through October 7, 2017. Of this amount, we paid AFS $12,500. The Company believes that AFS and Oliver Lin did not perform fully
under the AFS Agreements and does not owe any further amounts under the AFS Agreements.
On October 23, 2017, former outside counsel
to the Company requested in writing that Oliver Lin return the accounting books and records of GEEC and its affiliates. On October
26, 2017, Oliver Lin replied to the Company’s former outside counsel that Oliver Lin would not comply unless and until the
Company settled all outstanding amounts that AFS and Oliver Lin claimed were owed to them.
The stalemate between the Company and Oliver
Lin continued over the return of the Company’s corporate files, including the books and records and financial information,
which stalemate persists to this day. The Company does not believe that Oliver Lin and/or AFS have ever returned the Company’s
complete corporate files, including its complete books and records and other financial information.
On June 11, 2018, our Board of Directors
appointed Kuang Ming (James) Tsai as a director to fill the vacancy created by John Lin’s removal as a director on August
4, 2017. On June 29, 2018, Mr. Tsai replaced Mr. Hsu as President and Chief Executive Officer, who resigned from those positions
on such date. On September 12, 2018, Mr. Tsai replaced Mr. Hsu as Chief Financial Officer, who resigned from that position on such
date.
Plan of Operations
It is the intention of our current management
and Board of Directors to restart our enzyme products business. Notwithstanding the foregoing, management and the Board of Directors
may amend or abandon at any time our enzyme products business.
The Enzyme Products Business
Introduction
Enzyme is a catalyst responsible for biochemical
reactions in living things (including animals, plants, and microorganisms), synthesis, decomposition, oxidation, transfer and isomerization.
Isomerization is the chemical process by which one molecule is transferred into another molecule which has exactly the same
atoms, but the atoms are rearranged. The biotic phenomena would stop without enzymes, or the lack of it, or with its destruction.
DNA would undergo a drastic change, unusual illness would occur and metabolism would become abnormal, among others.
Enzyme is a complex globule protein. It
reacts optimally under body temperature. Reaction is many times faster with added enzymes. Therefore, regular consumption
of enzyme is good for our well-being. In fact it has been categorized under “GRAS” (Generally Regarded as Safe)
by the U.S. Food and Drug Administration. Our bodies lose enzymes as we grow old. It has been proven that many chronic,
hereditary diseases and functional imbalances are caused by the deficiency of certain enzymes. For example, lipase (fat enzyme)
deficiency causes hepatic diseases, diabetes and Vitamin A deficiency. Amylase (carbohydrate enzyme) deficiency results in
liver diseases and gastro enteric diseases.
Enzymes are similar to minerals. But
unlike minerals, they are made by living cells. Thus, enzyme is a catalyst responsible for biochemical reactions in living things
(including animals, plants, micro-organisms), synthesis, decomposition, oxidation, transfer and isomerization, which is the process
by which one molecule is transferred into another molecule which has exactly the same atoms, but the atoms are rearranged.
Enzyme is neither a drug, medicine or herb.
It is extracted from fruits and vegetables. It can be a natural complex enzyme, plant-based complex enzyme or microbial
enzyme. It is for the body cell. It is the “Cell Activator.” A Cell Activator refers to the enzymes
that catalyze and regulate every biochemical reaction that occurs within the human body, making them essential to cellular function
and health.
Without enzymes, the lack of it or with
its destruction, biotic phenomena would stop, DNA would undergo a drastic change, unusual illnesses would occur and metabolism
would become abnormal, among others. Human beings and animal will die without enzymes.
Business Opportunity
The enzyme market in Taiwan has gained popularity
over the last 10 years as the country’s aging population grew rapidly and consumers from all ages, including “millennials”,
are increasingly becoming more health conscious and aware of the need to take supplements such as enzymes to keep up with their
daily dietary requirements for a healthy body, a strong immune system and good digestion.
This growing trend presents an opportunity
for us to bring to the Taiwanese and potentially other Asian markets an advanced enzyme products. Management believes that such
enzyme products may provide certain benefits to people.
Over the years, a significant amount of
research and studies have revealed the wide range of benefits of enzymes. Digestive enzymes are crucial for optimal digestion and
nutrient absorption, and research suggests that some digestive enzymes may help with various
digestive disorders, weight loss, inflammation, cancer and gut infections. The preservation of enzymes may also be an important
part of longevity. In a recent animal study, researchers reported that nicotinamide mononucleotide,
an enzyme involved in energy metabolism, helped regenerate aging cells, making them behave as younger cells and preventing certain
age-related genetic changes. Proteolytic enzymes are essential for cell division, blood clotting, immune function and
protein recycling, among other vital processes. Studies have found that the proteolytic enzyme bromelain was effective at reducing
symptoms of pain, swelling and joint stiffness in people with osteoarthritis. Science has identified over 2,000 different enzymes
and researchers have discovered enzymes for many uses, including the importance of enzymes for health, longevity and chronic disease
prevention.
We believe that none of the currently marketed
enzyme products in Taiwan derive from reputable natural resources. Our products in the past, and the ones we intend to again market
in Taiwan, are manufactured in the United States, which is often viewed by Taiwanese and other Asian consumers as “premium
grade” quality and for which they are willing to pay premium price over enzyme products made in Taiwan. We believe that this
presents an opportunity for us to gain a foothold in the Taiwan and potentially other Asian markets.
Subject to a number of factors, it is the
intention of our current management to restart our business to promote, market, distribute and import a range of enzyme products
for human and animal consumption, manufactured in the United States, for sale in Taiwan and potentially certain other Asian markets,
including ASEAN. Although our future operations may be similar to our original business, our future operations may not be the same
as our original business.
The following plan of operations is tentative
and subject to change. Additionally, our plan of operations, both as to content and timing, is dependent on our ability to raise
sufficient capital to fund the expenses we will incur until and if we become profitable. We estimate that we will need at least
$200,000 to $300,000 to restart our enzyme products business over the next 12 months. There is no commitment in place at present
for any such capital.
We plan to set up an operating subsidiary
in Taiwan during 2020. Under Article 371 of the Taiwan Company Act (the “TCA”), GEEC is considered a foreign company
in Taiwan and we may not conduct business operations in Taiwan without first applying for branch office registration. Such registration
is submitted to, and must be approved by, the Taiwan Ministry of Economic Affairs (the “MEA”). Violations of this provision
of the TCA may result in imprisonment for a period of not more than one year, detention, or in lieu thereof or in addition thereto
a fine of not more than NT$ 150,000 (approximately US $5,000) and shall assume on his own the civil liabilities arising therefrom,
or shall be jointly and severally liable therefor, in case there are two or more violators. In addition, a company that violates
this provision of the TCA shall be enjoined from using its foreign corporate name in Taiwan.
Under Article 372 of the TCA, a foreign
company which establishes a branch office in Taiwan shall appropriate funds exclusively for its operation of business therein and
shall designate a representative to serve as its responsible person in the territory of the Republic of China.
Additionally under Article 373 of the TCA,
a foreign company shall not be registered as a branch office under the following circumstances:
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If its objective or business is in contrary to the
law, public order or good custom of the Republic of China; or
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If any information or statement contained in the items
or document of registration application filed by it is found false.
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Assuming our branch office registration
is approved, we will request a U.S.-based enzymes manufacturer to send enzyme samples that are suitable for Asian markets to the
Taiwan Food and Drug Administration (the “TFDA”) for testing. See “Government Regulation” below. If the
Taiwan government approves the registration and import permits, we plan to order products from this and other U.S.-based enzyme
manufacturers and explore sales opportunities for the Taiwan market, which events could also occur during 2020. During the second
half of 2020, we plan to continue to find suitable and healthy food sales agents to sell on online/Internet platforms or offline,
through both retail and wholesale outlets. In late-2020, we will conduct an in-depth evaluation of the sales status of the agents
and investigate the consumer’s acceptance of the products as the basis for future selection of products that are suitable
for the Asian market in general and the Taiwan market in particular. Depending upon the results of these endeavors, we could also
consider direct sale through a company store as well as direct on-line sales.
Sales and Marketing
We have initially identified two enzyme
products to focus on selling to consumers:
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An enzyme product that focuses on intestinal cleansing
and which is sold under the brand name “Floracor-GI”®; and
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An enzyme product which focuses on the cardiovascular,
circulatory and respiratory systems and which is sold under the brand name “Serracor-NK®:
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According to AST Enzymes, Inc. (“AST”),
the manufacturer of these enzymes, Floracor-GI® is blend
of probiotics, prebiotics and enzymes specially formulated to support the balance of intestinal microflora and yeast organisms. Proteases,
such as the powerful systemic enzyme serrapeptase, along with the enzymes Cellulase and Chitosanase, support breaking down cell
walls of opportunistic organisms. Intestinal and urogenital microflora play a central
role in maintaining the health and well-being of humans.
According
to AST, Serracor-NK® is a blend of enteric-coated serrapeptase and nattokinase, systemic enzymes studied for their fibrinolytic
properties that support healthy cardiovascular, circulatory and respiratory systems in humans.
If we are unable to secure Floracor-GI®
or Serracor-NK®, we intend to pursue the sale of other enzymes that function in a similar manner on the intestinal, cardiovascular,
circulatory and respiratory systems in humans.
Initially, we intend to restart our operations
by primarily serving the Taiwan domestic market. We plan to set up a subsidiary in Taiwan during 2020 and apply to the MEA for
approval. Once approved, we will request a U.S.-based enzymes manufacturer to send enzyme samples that are suitable for Asian markets
to the TFDA for testing. If the Taiwan government approves the registration and import permits, we plan to order products from
this and possibly other U.S.-based enzyme manufacturers and explore sales opportunities for the Taiwan market, which events could
also occur during 2020.
During the second half of 2020, we plan
to continue to find suitable and healthy food sales agents to sell on online/Internet platforms or offline, through both retail
and wholesale outlets. In late-2020, we intend to conduct an in-depth evaluation of the sales status of the agents and investigate
the consumer’s acceptance of the products as the basis for future selection of products that are suitable for the Asian market
in general and the Taiwan market in particular. Depending upon the results of these endeavors, we could also consider direct sale
through a company store as well as direct on-line sales.
We currently anticipate that we will begin
generating revenue from the sale of enzyme products in 2021.
Suppliers
At present, prior to the restart of our
operations, we do not have any formal agreements in place with any enzyme manufacturers or other suppliers. We have identified
certain U.S.-based enzyme suppliers with whom we might do business, such as AST, but there is no guarantee that we will enter into
agreements with one or more of these, or any other, enzyme suppliers on terms that are favorable to us, or at all.
We do not expect to enter into long-term
agreements with suppliers, meaning that they can be canceled at any time. We believe that the supply of enzyme products is readily
available and if we lost one of our suppliers, we could readily find a replacement. We also do not believe that the supply of enzyme
products fluctuates significantly due to market or seasonal factors, scarcity or inflationary pressures.
We do not believe that the supply of these
enzymes is limited or affected by seasonal factors, or that the price of these enzymes is subject to significant inflationary pressure.
Intellectual Property
During our historic period, we owned the
following trademarks:
These trademarks and GEEC as a trademark
were filed with the United States Patent and Trademark Office and registered with the People’s Republic of China, Hong Kong,
Macau, Taiwan and Singapore. The trademarks on ProCellax and ProAnilax that we previously held have expired. We intend to
explore the possibility of whether we can reregister these trademarks in the countries in which we intend to conduct business,
including Taiwan.
We do not currently own any intellectual
property the loss of which would be materially adverse to our business.
Research and Development
We did not incur any research and development
expenses in fiscal years 2018 and 2019.
Competition
We compete with the manufacturers of other
enzyme products, most of which are manufactured in Taiwan for sale in Taiwan. Currently, a few major enzyme manufacturers and approximately
half a dozen imported brands across Taiwan make up most of the local enzyme market, which includes Taiwan Jialian, Dahan Biozyme,
SenLife, One Power, Gypsophila Enzyme and Dishka.
Plant and Equipment
Historically, we have not used significant
machinery or other equipment ourselves in the manufacture of enzyme products. In the future, we expect that this will continue
to be the case, since we will rely primarily on U.S.-based original equipment manufacturers (“OEMs”) for the manufacture
of enzyme products.
Government Regulation
General. Our future operations will
be subject to various laws and regulations in Taiwan and other countries in which we intend to conduct our business. To ensure
that our operations are conducted in full and substantial regulatory compliance, as part of our current internal procedures and
policies, we will verify and ensure that the OEMs with whom we contract have obtained the ISO 9001:2000 certification and qualify
for health food supplement regulations in the Asian and ASEAN regions. In Taiwan and other countries such as China, Hong
Kong, Macau, Singapore, Malaysia, Thailand and Sri Lanka, enzyme products are classified as “Food Supplement” and are
regulated or governed by the Ministry of Health or equivalent government agency.
Failure to comply with any laws and regulations
may result in the assessment of administrative, civil and/or criminal penalties, and/or the imposition of injunctive relief. Moreover,
the uncertain effect of changes in any of these laws and regulations could have a material adverse effect on business. In
view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we
cannot predict the overall effect of such laws and regulations on our future operations.
It is important to note that there is no
actual statement of claim of any health benefits on any of our intended product’s labels. If we were to have a statement
of claim on the label, the product in question could be classified as a medicine, drug or herb, which would require additional
regulation in most or all of the countries in our potential market. In all of our target countries, health safety regulations
imposed by each relevant health authority for food grade enzyme products are similar. Accordingly, we do not currently intend
to have any statement of claim on any of the labels of our intended products. Notwithstanding this, we believe that Taiwan consumers
believe in the overall benefits of enzymes, as a natural product, in their everyday lives. We do not have a marketing study to
support our belief and there is no way of our knowing at this time if Taiwan consumers will in fact be willing to purchase our
enzyme products without specific health benefit claims.
Taiwan Regulation. The TFDA is in
charge of food and drug safety in Taiwan, including among other roles, the management of food labeling and nutrient analysis, registration,
certification of food products, food utensils, food containers, food packaging and food additives.
Pursuant to Article 21 of the Governing
Food Safety and Sanitation Act (the “FSSA”), before we can import enzyme products from the United States to Taiwan,
we must register the products with the TFDA for inspection. Until the TFDA issues a permit, the enzyme products cannot be imported
into, or sold in, Taiwan.
Under the Health Food Control Act (the “HFCA”),
the enzyme products we would sell in Taiwan are considered food supplements and they are called health foods in Taiwan. Such foods
have various perceived beneficial health care effects but lack medical acceptance in treating human diseases. After scientific
safety and health care evaluation tests shows that it is harmless to human health, and the ingredients have clear health effects,the
applicant enumerates various raw materials and supporting documents with their claimed health effects, which documents are evaluated
by the TFDA.
A health food permit shall be issued only
if one of the following requirements is met under the Article 3 of the HFCA:
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Duly supported by scientific assessment of the safety and health care effects of food that they are harmless and carry definite,
certain health care effects; if current technology cannot identify ingredients contributing to such effects, the ingredients with
the relevant health care effects and supporting literature shall be enumerated and provided to the central competent authority
for evaluation and verification; or
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Ingredients conforming to the Health Food Specification Standards set by the TFDA.
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The methods by which health care effects
and safety are assessed, and by which standards are determined, shall be determined by the TFDA.
The time for the TFDA to process the application
and issue the permit is estimated to be approximately 60 working days.
Product Liability
In Taiwan, problems regarding “health
benefit claims” are managed through a mandatory product liability insurance system in which the food business operator is
responsible for liability in connection with food that is manufactured, processed, blended, imported, or commissioned to be manufactured,
processed or blended, in the event of food hygiene and safety incidents. Therefore, when we establish a branch in Taiwan, we must
obtain product liability insurance for our enzyme products to be sold in Taiwan.
Applicable regulations do not mandate that
the product contain the following specific notice: “This product has product liability insurance”. However, if a food
business operator voluntarily indicates the insured amount on the product packaging, the company should also note the words “the
insured amount is not equal to the claim amount” to avoid consumer misunderstanding. Although the company does not need to
register with any authority to obtain product liability insurance, the company should keep the insurance documents and maintain
the validity of the insurance policy for Taiwan health authorities to check. The amount of the product liability insurance and
scope of coverage shall be prescribed by the TFDA.
Under the FSSA, violations of the product
liability insurance requirements may result in a fine between NT$30,000 and NT$3,000,000 (approximately US $1000 to US $10,000).
In extreme circumstances, the food business operator may be ordered to terminate business, suspend business for a certain period
of time, revoke all or part of the items listed in the company registration, business registration or factory registration, or
registration of the food business. If registration of the food businesses is revoked, re-application for new registration shall
not be permitted within one year.
Shell Company Status
Pursuant
to Rule 12b-2 under the Exchange Act, we are a “shell company” because we have no or nominal assets (other than cash),
no or nominal operations, or assets consisting of any amount of cash and cash equivalents
and nominal other assets. By filing this registration statement
on Form 10, upon its effectiveness, we intend to comply with the periodic reporting requirements of the Exchange Act for so long
as we are subject to those requirements.
Certain
specific rules and regulations of the SEC apply to shell companies, including the following:
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Shell companies may not register securities in connection with an
employee benefit plan while they are a shell company and for 60 days after reporting certain current public information to the
SEC regarding transactions or events resulting in the termination of shell company status.
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Shareholders of shell companies may not rely on the exemption from
registration provided by Rule 144 under the Securities Act (“Rule 144”), until the following primary requirements have
been satisfied: (i) one year has elapsed since the company ceases to be a shell company and certain current information has been
timely filed with the SEC regarding the cessation of the company’s status as a shell company; (ii) the company is subject
to the reporting requirements under the Exchange Act; and (iii) the company has been current in all of its periodic SEC filings
for the 12 months preceding the contemplated sale of stock.
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Reporting shell companies are required to disclose transactions and events that result in a shell company ceasing to be a shell
company. Such disclosure is typically made on a Current Report on Form 8-K, which requires extensive information about the transactions
and events in issue.
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GEEC was incorporated in Nevada on June
21, 2010. Our principal place of business is located at 601 South Figueroa Street, Suite 4050 Los Angeles, California 90017 and
our telephone number is (213) 330-6770. Our website is www.geecenzymes.com. No part of our website is incorporated into
this report.
Employees
As of September 30, 2019, we had two employees,
both of whom were full-time employees. Both of our employees are employed in Taiwan.