Form 10-12G/A LIGHTSCAPE TECHNOLOGIES


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

__________________________________________

 FORM 10/A
(Amendment No. 2 )

__________________________________________

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(g) of The Securities
Exchange Act of 1934

 

LIGHTSCAPE TECHNOLOGIES INC.

(Exact Name of Registrant As Specified In Its
Charter)

 

Nevada 98-0217653
(State of Incorporation) (I.R.S. Employer Identification No.)
   
2616 Willow Wren Dr., North Las Vegas, Nevada 89084
(Address of Principal Executive Offices) (ZIP Code)

 

Company’s Telephone Number, Including Area
Code: 011 66 6338 29651

 

Please send copies of all correspondence
to:

Darian B. Andersen

General Counsel PC

1015 Waterwood Parkway STE G A-1

(405) 330 2235

(405) 330 2236 Fax

Email: [email protected]

 

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

(Title of Class)

 

Indicate by check mark whether the Company
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See definition of “large accelerated filer,” “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 
x 

Emerging
growth company 
¨

 

If
an emerging growth company, indicate by check mark if the Company 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 
¨ 

 TABLE OF CONTENTS

 

Item   Description   Page

 

 

 

PART I

 

ITEM 1. DESCRIPTION OF BUSINESS

 

Some of the statements contained in this registration
statement on Form 10 of Lightscape Technologies, Inc. (hereinafter the “Company”, “we” or the “Company”)
discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking
information. In this registration statement, forward-looking statements are generally identified by the words such as “anticipate”,
“plan”, “believe”, “expect”, “estimate”, and the like. Forward-looking statements involve
future risks and uncertainties, there are factors that could cause actual results or plans to differ materially from those expressed
or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual
results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors
and is derived using numerous assumptions. A reader whether investing in the Company’s securities or not, should not place undue
reliance on these forward-looking statements, which apply only as of the date of this Registration Statement. Important factors
that may cause actual results to differ from projections include, for example:

 

  · the success or failure of Management’s efforts to implement the Company’s plan of operation;
     
  · the ability of the Company to fund its operating expenses;
     
  · the ability of the Company to compete with other companies that have a similar plan of operation;
     
  · the effect of changing economic conditions impacting our plan of operation;
     
  · the ability of the Company to meet the other risks as may be described in future filings with the SEC.

  

 

General Background of the Company

 

The Company was incorporated under the laws
of the State of Nevada under the name “Legacy Bodysentials Inc.” on September 14, 1995. On September 25, 1996, we changed
our name to “Legacy Minerals Inc.” and on May 18, 1998, we changed our name to “Global Commonwealth Inc.”
On November 12, 1999, we changed our name to “Global Innovative Systems Inc.” and on April 23, 2007, we changed our
name to “Lightscape Technologies Inc.” The Company was a holding company for subsidiaries engaged in two main continuing
business activities: (i) digital out-of-home (“OOH”) advertising and (ii) light-emitting diode (“LED”)
solutions.

 

On August 23, 2010, the Company filed a Form
15 to terminate its registration and duties to report under Section 12 of the Securities Exchange Act of 1934. On December 31,
2010, the Company announced a distribution of its assets to all shareholders by way of spin-off Lightscape Technologies (Greater
China) Ltd., its wholly owned subsidiary.

 

On December 19, 2017, Small Cap Compliance,
LLC (“Small Cap”, see disclosure below) filed a motion for custodianship of Lightscape Technologies, Inc. with
the Eighth Judicial District of Clark County, Nevada.

 

On January 23, 2018, the Eighth Judicial District
of Clark County, Nevada granted Small Cap Compliance, LLC custodianship over Lightscape Technologies, Inc. having given proper
notice to officers and directors of the Company.

 

On February 13, 2018, Small Cap Compliance, LLC (“Small Cap”)
filed a certificate of revival with the state of Nevada, and that same date was acquired by Richard Chiang via conveyance of 500,000
shares of Series A preferred stock. On March 9, 2018, the Company via proxy appointed Richard Chiang as President, Secretary, Treasurer
and Director.

  

On May 11, 2018, the Company
was entered into an agreement for a change in control with Lie Chen, conveying 500,000 shares of Series A preferred stock for $0.32 cents
per share, which was executed on May 29, 2018. As a result of this change in control, Richard Chiang resigned his positions as President,
Secretary, Treasurer and Director on May 29, 2018.

 

On October 6, 2019, the
Company entered into a change in control whereby Lie Chen conveyed 500,000 shares of Series A preferred stock to Andrew Khor Poh Kiang
for $0.20 cents per share, at which time Lie Chen resigned from his position as President, Secretary, Treasurer and Director of the Company,
further, on this date, Mr. Kiang became the President, Secretary, Treasurer and Chairman of the Company.

Mr. Kiang is considered, and shall be treated as, a promoter for the Company.

 

Small Cap Compliance, LLC Custodianship

 

Small Cap Compliance,
LLC (“Small Cap”) applied to become the court appointed custodian over Lightscape Technologies, Inc., (the “Company”)
at the time, the Company was delinquent and in arrears with its financial obligations as a corporation under the laws of the State
of Nevada, where it is domiciled, amongst other financial obligations such as to its securities transfer agent. The duty of a
court appointed custodian is to meet those financial obligations and to reconcile past accounts so that the Company shall continue
its path towards rehabilitation. Small Cap performed the aforementioned required functions as a court appointed custodian and
provided evidence of its role in the Company’s rehabilitation with the court. Small Cap received no consideration from the
court for its work but received $0.076 per share for its 500,000 shares of Series A Preferred Stock which was a privately negotiated
transaction and deemed as a change in control.  

 

Business Objectives of the Company

 

Since the Company’s Form 15 filing on
August 23, 2010, during the custodial proceedings and until present time, management believes that the Company has had no business
operations. Management has determined to direct its efforts and limited resources to pursue potential new business opportunities.
The Company does not intend to limit itself to a particular industry and has not established any particular criteria upon which
it shall consider a business opportunity.

 

The Company’s common stock is subject to quotation
on the OTC Pink Sheets under the symbol LTSC. There is currently a limited trading market in the Company’s shares nor do we believe
that any active trading market has existed for approximately the last 10 years. There can be no assurance that there will be an
active trading market for our securities following the effective date of this registration statement under the Exchange Act. In
the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock,
whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.

 

Management of the Company (“management”)
would have substantial flexibility in identifying and selecting a prospective new business opportunity. The Company is dependent
on the judgment of its management in connection with this process. In evaluating a prospective business opportunity, we would consider,
among other factors, the following:

 

  · costs associated with pursuing a new business opportunity;
     
  · growth potential of the new business opportunity;
     
  · experiences, skills and availability of additional personnel necessary to pursue a potential new business opportunity;
     
  · necessary capital requirements;

 

 

  · the competitive position of the new business opportunity;
     
  · stage of business development;
     
  · the market acceptance of the potential products and services;
     
  · proprietary features and degree of intellectual property; and
     
  · the regulatory environment that may be applicable to any prospective business opportunity.

 

The foregoing criteria are not intended to
be exhaustive and there may be other criteria that management may deem relevant. In connection with an evaluation of a prospective
or potential business opportunity, management may be expected to conduct a due diligence review.

 

The time and costs required to pursue new business
opportunities, which includes negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant
to applicable securities laws, cannot be ascertained with any degree of certainty.

 

Management intends to devote such time as it
deems necessary to carry out the Company’s affairs. The exact length of time required for the pursuit of any new potential business
opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot project the amount of
time that our management will actually devote to the Company’s plan of operation.

 

The Company intends to conduct its activities
so as to avoid being classified as an “Investment Company” under the Investment Company Act of 1940, and therefore avoid
application of the costly and restrictive registration and other provisions of the Investment Company Act of 1940 and the regulations
promulgated thereunder.

 

Company is a Blank Check Company

 

At present, the Company is a development stage
company with no revenues, no assets and no specific business plan or purpose. The Company’s business plan is to seek new business
opportunities or to engage in a merger or acquisition with an unidentified company. As a result, the Company is a “blank check
company” and, as a result, any offerings of the Company’s securities under the Securities Act of 1933, as amended (the “Securities
Act”) must comply with Rule 419 promulgated by the Securities and Exchange Commission (the “SEC”) under the Act.
The Company’s Common Stock is a “penny stock,” as defined in Rule 3a51-1 promulgated by the SEC under the Securities
Exchange Act. The Penny Stock rules require a broker-dealer, prior to a transaction in penny stock not otherwise exempt from the
rules, to deliver a standardized risk disclosure document that provides information about Penny Stocks and the nature and level
of risks in the penny stock market.

 

The broker-dealer also must provide the customer
with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction,
and monthly account statements showing the market value of each Penny Stock held in the customer’s account. In addition, the Penny
Stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that
the Penny Stock is suitable for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure
rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the
Penny Stock rules. So long as the common stock of the Company is subject to the Penny Stock rules, it may be more difficult to
sell the Company’s common stock.

 

We are a “Shell Company,” as defined in Rule 405
promulgated by the SEC under the Securities Act. A Shell Company is one that has no or nominal operations and either: (i) no or
nominal assets; or (ii) assets consisting primarily of cash or cash equivalents. As a Shell Company, we are restricted in our use
of Registrations on Form S-8 under the Securities Act; the lack of availability of the use of Rule 144 by security holders; and
the lack of liquidity in our stock.

Form S-8

 

Shell companies are prohibited from using Form
S-8 to register securities under the Securities Act. If a company ceases to be a Shell Company, it may use Form S-8 sixty calendar
days after it has filed all reports and other materials required to be filed under the Exchange Act during the preceding 12 months
or for such shorter period that it has been required to file such reports and materials after the company files “Form 10 information,”
which is information that a company would be required to file in a registration statement on Form 10 if it were registering a class
of securities under Section 12 of the Exchange Act. This information would normally be reported on a current report on Form 8-K
reporting the completion of a transaction that caused the company to cease being a Shell Company.

 

Unavailability of Rule 144 for Resale

 

Rule 144(i) “Unavailability to Securities
of Issuers with No or Nominal Operations and No or Nominal Non-Cash Assets” provides that Rule 144 is not available for the
resale of securities initially issued by an issuer that is a Shell Company. We have identified our company as a Shell Company and,
therefore, the holders of our securities may not rely on Rule 144 to have the restriction removed from their securities without
registration or until the Company is no longer identified as a Shell Company and has filed all requisite periodic reports under
the Exchange Act for the period of twelve (12) months.

 

As a result of our classification as a Shell
Company, our investors are not allowed to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the
Securities Act, so as not to be considered underwriters in connection with the sale of our securities until one year from the date
that we cease to be a Shell Company. This will likely make it more difficult for us to attract additional capital through subsequent
unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities
in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.

 

Very Limited Liquidity of our Common Stock

 

Our common stock rarely trades on the OTC Pink
Sheet Market, as there is no active market maker in our common stock. As a result, there is only limited liquidity in our common
stock.

 

We will be deemed a blank check company
under Rule 419 of the Securities Act

 

The provisions of Rule 419 apply to registration
statements filed under the Securities Act by a blank check company, such as the Company. Rule 419 requires that a blank check company
filing a registration statement deposit the securities being offered and proceeds of the offering into an escrow or trust account
pending the execution of an agreement for an acquisition or merger. While we are not currently registering shares for an offering,
we may do so in the future.

 

In addition, an issuer is required to file
a post-effective amendment to a registration statement upon the execution of an agreement for an acquisition or merger. The rule
provides procedures for the release of the offering funds, if any, in conjunction with the post effective acquisition or merger.
The obligations to file post-effective amendments are in addition to the obligations to file Forms 8-K to report for both the entry
into a material definitive (non-ordinary course of business) agreement and the completion of the transaction. Rule 419 applies
to both primary and re-sale or secondary offerings.

 

Within five (5) days of filing a post-effective
amendment setting forth the proposed terms of an acquisition, the Company must notify each investor whose shares are in escrow,
if any. Each such investor then has no fewer than 20 and no greater than 45 business days to notify the Company in writing if they
elect to remain an investor. A failure to reply indicates that the person has elected to not remain an investor. As all investors
are allotted this second opportunity to determine to remain an investor, acquisition agreements should be conditioned upon enough
funds remaining in escrow to close the transaction.

  

Effecting a business combination

 

Prospective investors in the Company’s common
stock will not have an opportunity to evaluate the specific merits or risks of any of the one or more business combinations that
we may undertake A business combination may involve the acquisition of, or merger with, a company which needs to raise substantial
additional capital by means of being a publicly trading company, while avoiding what it may deem to be adverse consequences of
undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with
various Federal and State securities laws. A business combination may involve a company which may be financially unstable or in
its early stages of development or growth.

 

The Company has not identified a target
business or target industry

 

The Company’s effort in identifying a prospective
target business will not be limited to a particular industry and the Company may ultimately acquire a business in any industry
that management deems appropriate. To date, the Company has not selected any target business on which to concentrate our search
for a business combination. While the Company intends to focus on target businesses in the United States, it is not limited to
U.S. entities and may consummate a business combination with a target business outside of the United States. Accordingly, there
is no basis for investors in the Company’s common stock to evaluate the possible merits or risks of the target business or the
particular industry in which we may ultimately operate. To the extent we effect a business combination with a financially unstable
company or an entity in its early stage of development or growth, including entities without established records of sales or earnings;
we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, to the extent that we effect a business combination with an entity in an industry characterized
by a high level of risk, we may be affected by the currently unascertainable risks of that industry. An extremely high level of
risk frequently characterizes many industries which experience rapid growth. In addition, although the Company’s management will
endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly
ascertain or assess all significant risk factors.

 

Sources of target businesses

 

Our management anticipates that target business
candidates will be brought to our attention from various unaffiliated sources, including securities broker-dealers, investment
bankers, venture capitalists, bankers and other members of the financial community, who may present solicited or unsolicited proposals.
Our management may also bring to our attention target business candidates. While we do not presently anticipate engaging the services
of professional firms that specialize in business acquisitions on any formal basis, we may engage these firms in the future, in
which event we may pay a finder’s fee or other compensation in connection with a business combination. In no event, however, will
we pay management any finder’s fee or other compensation for services rendered to us prior to or in connection with the consummation
of a business combination.

 

Selection of a target business and structuring
of a business combination

 

Management currently owns none of the shares
of the issued and outstanding shares of common stock and 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding preferred shares (the “Series
A”) of the Company and will have broad flexibility in identifying and selecting a prospective target business, due to the
voting and the control features of such shares. In evaluating a prospective target business, our management will consider, among
other factors, the following:

 

  · financial condition and results of operation of the target company;
     
  · growth potential;
     
  · experience and skill of management and availability of additional personnel;
     
  · capital requirements;
     
  · competitive position;
     
  · stage of development of the products, processes or services;
     
  · degree of current or potential market acceptance of the products, processes or services;
     
  · proprietary features and degree of intellectual property or other protection of the products, processes or services;
     
  · regulatory environment of the industry; and
     
  · costs associated with effecting the business combination.

These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above
factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our
business objective. In evaluating a prospective target business, we will conduct a due diligence review which will encompass, among
other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information
which will be made available to us.

 

We will endeavor to structure a business combination
so as to achieve the most favorable tax treatment to us, the target business and both companies’ stockholders. However, there can
be no assurance that the Internal Revenue Service or applicable state tax authorities will necessarily agree with the tax treatment
of any business combination we consummate.

 

The time and costs required to select and evaluate
a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty.
Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination
is not ultimately completed will result in a loss to us.

 

Probable lack of business diversification

 

While we may seek to effect business combinations
with more than one target business, it is more probable that we will only have the ability to effect a single business combination,
if at all. Accordingly, the prospects for our success may be entirely dependent upon the future performance of a single business.
Unlike other entities which may have the resources to complete several business combinations with entities operating in multiple
industries or multiple areas of a single industry, it is probable that we will lack the resources to diversify our operations or
benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single
entity, our lack of diversification may:

 

·    
subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact
upon the particular industry in which we may operate subsequent to a business combination, and 

·    
result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services.

 

Limited ability to evaluate a target prospect’s
management

 

We cannot assure you that our assessment of
a target prospect’s management will prove to be correct. In addition, we cannot assure you that the future management will
have the necessary skills, qualifications or abilities to manage a public company intending to embark on a program of business
development. Furthermore, the future role of our director, if any, in the target business cannot presently be stated with any certainty.

 

While it is possible that our director will
remain associated in some capacity with us following a business combination, it is unlikely that he will devote his full efforts
to our affairs subsequent to a business combination. Moreover, we cannot assure you that our director will have significant experience
or knowledge relating to the operations of the particular target business.

 

Following a business combination, we may seek
to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will
have the ability to recruit additional managers, or those additional managers will have the requisite skills, knowledge or experience
necessary to enhance the incumbent management.

  

Our auditors have expressed substantial
doubt about our ability to continue as a going concern

 

Our audited financial statements for the years
ended December 31, 2019 and 2020 were prepared using the assumption that we will continue our operations as a going concern. Our
independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern.
Our operations are dependent on our ability to raise sufficient capital or complete business combination as a result of which we
become profitable. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.
There is not enough cash on hand to fund our administrative expenses and operating expenses for the next twelve months. Therefore,
we may be unable to continue operations in the future as a going concern. If we cannot continue as a viable entity, our stockholders
may lose some or all of their investment in the Company’s shares of common stock.

 

Competition

 

In identifying, evaluating and selecting a
target business, we expect to encounter intense competition from other entities having a business objective similar to ours. Many
of these entities are well established and have extensive experience identifying and effecting business combinations, either directly
or through affiliates. Many if not virtually most of these competitors possess far greater financial, human and other resources
compared to our resources. While we believe that there are numerous potential target businesses that we may identify our ability
to compete in acquiring certain of the more desirable target businesses will be limited by our limited financial and human resources.
Our inherent competitive limitations are expected by management to give others an advantage in pursuing the acquisition of a target
business that we may identify and seek to pursue. Further, any of these limitations may place us at a competitive disadvantage
in successfully negotiating a business combination. Our management believes, however, that our status as a reporting public entity
with potential access to the United States public equity markets may give us a competitive advantage over certain privately-held
entities having a similar business objective in acquiring a desirable target business with growth potential on favorable terms.

 

If we succeed in executing a business combination,
there will be, in all likelihood, intense competition from existing competitors of the business we acquire. In particular, certain
industries which experience rapid growth frequently attract an increasingly larger number of competitors, including those with
far greater financial, marketing, technical and other resources than the initial competitors in the industry in which we seek to
operate. The degree of competition characterizing the industry of any prospective target business cannot presently be ascertained.
We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively, especially
to the extent that the target business is in a high-growth industry.

 

Officers and Directors

 

Our officers and directors of our management
team are comprised of the following individuals:

 

Andrew Khor Poh Kiang – President and Chief
Executive Officer, Chairman

Lee Kok Keing – Chief Financial Officer
and Secretary

 

None of the members of our management team
is obligated to devote any specific number of hours per week towards our affairs and, in fact, intends to devote only as much time
as each deem reasonably necessary to administer the Company’s affairs until such time as a business combination is consummated.
The amount of time devoted in any time period will vary based on the availability of suitable target businesses to investigate.
We do not intend to have any full-time employees prior to the consummation of a business combination.

 

Conflicts of Interest

 

The Company’s management is not required
to commit its full time to the Company’s affairs. As a result, pursuing new business opportunities may require a longer
period of time than if management would devote full time to the Company’s affairs. Management is not precluded from serving
as an officer or director of any other entity that is engaged in business activities similar to those of the Company. Both
members of our management team, Andrew Khor Poh Kiang and Lee Kok Keing are officers and directors of another reporting
company, Andes 7, Inc. which is also a blank check company, but does not trade on any exchange. Management has not identified
and is not currently negotiating a new business opportunity for us. In the future, management may become associated or
affiliated with entities engaged in business activities similar to those we intend to conduct. In such event, management may
have conflicts of interest in determining to which entity a particular business opportunity should be presented. In the event
that the Company’s management has multiple business affiliations, our management may have legal obligations to present
certain business opportunities to multiple entities. In the event that a conflict of interest shall arise, management will
consider factors such as reporting status, availability of audited financial statements, current capitalization and the laws
of jurisdictions. If several business opportunities or operating entities approach management with respect to a business
combination, Management will consider the foregoing factors as well as the preferences of the management of the operating
company. However, management will act in what it believes will be in the best interests of the shareholders of the Company.
The Company shall not enter into a transaction with a target business that is affiliated with management.

 

ITEM 1A. RISK FACTORS

 

Forward-Looking Statements

 

This registration statement on Form 10 contains
forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance,
the market in which we operate, our beliefs and our management’s assumptions. In addition, other written or oral statements that
constitute forward-looking statements may be made by us or on our behalf. Words such as “expects”, “anticipates”,
“targets”, “goals”, “projects”, “intends”, “plans”, “believes”, “seeks”,
“estimates”, variations of such words and similar expressions are intended to identify such forward-looking statements.
These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult
to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking
statements.

 

 Any investment in our shares of common
stock involves a high degree of risk. You should carefully consider the following information about these risks, together with
the other information contained in this annual report before you decide to invest in our common stock. Each of the following risks
may materially and adversely affect our business objective, plan of operation and financial condition. These risks may cause the
market price of our common stock to decline, which may cause you to lose all or a part of the money you invested in our common
stock. We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our
business plan. In addition to other information included in this annual report, the following factors should be considered in evaluating
the Company’s business and future prospects.

 

The Company has a limited operating history
and very limited resources

 

The Company has no operations, revenues or
assets. Activities have been limited towards seeking a potential business combination. Investors will have no basis upon which
to evaluate the Company’s ability to achieve the Company’s business objective, which is to effect a merger, capital stock exchange
and/or acquire an operating business. The Company will not generate any revenues until, at the earliest, after the consummation
of a business combination or acquiring an operating business.

 

Our auditors have expressed substantial doubt about our ability
to continue as a going concern

 

As of December 31, 2020 and December 31, 2019,
we had no cash or cash equivalents and an accumulated deficit of $34,623,533 and $34,621,205, respectively. Our audited financial
statements for the years ended December 31, 2019 and 2020 were prepared using the assumption that we will continue our operations
as a going concern. Our independent accountants in their audit report have expressed substantial doubt about our ability to continue
as a going concern. Our operations are dependent on our ability to raise sufficient capital or complete business combination as
a result of which we become profitable. Our financial statements do not include any adjustments that may result from the outcome
of this uncertainty.

 

There is not enough cash on hand to fund our administrative expenses
and operating expenses for the next twelve months. Therefore, we may be unable to continue operations in the future as a going
concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in the Company’s shares
of common stock.

 

Since the Company has not yet selected
a particular target industry or target business with which to complete a business combination, the Company is unable to ascertain
the merits or risks associated with any particular business or industry

 

Since the Company has not yet identified a
particular industry or prospective target business, there is no basis for investors to evaluate the possible merits or risks of
the target business which the Company may ultimately acquire. If the Company completes a business combination with a financially
unstable company or an entity in its development stage, the Company may be affected by numerous risks inherent in the operations
of those entities. Although the Company’s management intends to evaluate the risks inherent in a particular industry or target
business, the Company cannot assure you that it will properly ascertain or assess all of the significant risk factors. There can
be no assurance that any prospective business combination will benefit shareholders or prove to be more favorable to shareholders
than any other investment that may be made by shareholders and investors.

 

Unspecified and unascertainable risks

 

There is no basis for shareholders to evaluate
the possible merits or risks of potential business combination. To the extent that the Company effects a business combination with
a financially unstable operating company or an entity that is in its early stage of development or growth, the Company will become
subject to numerous risks. If the Company effects a business combination with an entity in a high-risk industry, the Company will
become subject to the currently unascertainable risks of that industry. Although management will endeavor to evaluate the risks
inherent in a particular business or industry, there can be no assurance that management will properly ascertain or assess all
such risks that the Company perceived at the time of the consummation of a business combination.

  

Dependence on key personnel with limited
experience with blank check companies

 

The Company is dependent upon the continued
services of management. To the extent that their services become unavailable, the Company will be required to obtain other qualified
personnel and there can be no assurance that it will be able to recruit qualified persons upon acceptable terms. Additionally,
management has limited experience with blank check companies, which may cause the Company to overlook potential business combination
opportunities.

 

The Company’s officers and directors
may allocate time to other businesses activities, thereby causing conflicts of interest as to how much time to devote to the Company’s
affairs and prioritize the availability of a business combination with the Company. This could have a negative impact on the Company’s
ability to consummate a business combination in a timely manner, if at all

 

The Company’s officers and directors are not
required to commit full time to the Company’s affairs, which may result in a conflict of interest in allocating time between the
Company’s business and other businesses. The Company does not intend to have any full-time employees prior to the consummation
of a business combination. Management of the Company are engaged in other business endeavors and is not obligated to contribute
any specific number of hours per week to the Company’s affairs. Both members of our management team, Andrew Khor Poh Kiang and
Lee Kok Keing are officers and directors of another reporting company, Andes 7, Inc. which is a blank check company engaged in
a substantially similar method of seeking out an operating business as the Company. There are no specific guidelines regarding
which blank check company will get a preference as to any identified business combination opportunities. Each prospective business
combination target will be presented with all of the blank check companies controlled by management that remain available for such
a combination. Management shall likely defer to the company offering the business combination opportunity.

 

If management’s other business affairs require
them to devote more time to such affairs or to offer other blank check companies to potential business combination opportunities,
it could limit their ability to devote time to the Company’s affairs or present the Company as a viable business opportunity and
could have a negative impact on the Company’s ability to consummate a business combination. Furthermore, we do not have an employment
agreement with any members of management. None of the members of the management team has any formal obligation or commitment to
provide any particular amount of time to the Company’s affairs.

 

The Company may be unable to obtain
additional financing, if and when required, to complete a business combination or to fund the operations and growth of the business
combination target, which could compel the Company to restructure a potential business combination transaction or to entirely
abandon a particular business combination

 

The Company has not yet identified any prospective
target business. If we require funds for a particular business combination, because of the size of the business combination or
otherwise, we will be required to seek additional financing, which may or may not be available a terms and conditions satisfactory
to the Company, if at all. To the extent that additional financing proves to be unavailable when and if needed to consummate a
particular business combination, we would be compelled to restructure the transaction or abandon that particular business combination
and seek an alternative target business candidate. In addition, if we consummate a business combination, we may require additional
financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material
adverse effect on the continued development or growth of the target business. The Company’s officers, directors or stockholders
are not required to provide any financing to us in connection with or after a business combination.

 

It is probable that the Company will
only be able to enter into one business combination, which will cause us to be solely dependent on such single business and a limited
number of products or services.

 

It is probable that the Company will enter
into a business combination with a single operating business. Accordingly, the prospects for the Company’s success may be:

 

·     
solely dependent upon the performance of a single operating business, or

·     
dependent upon the development or market acceptance of a single or limited number of products or services.

 

In this case, the Company will not be able
to diversify the Company’s operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities
which may have the resources to complete several business combinations in different industries or different areas of a single industry.

  

The Company has limited resources and
there is significant competition for business combination opportunities. Therefore, the Company may not be able to enter into or
consummate an attractive business combination.

 

The Company expects to encounter intense competition
from other entities having a business objective similar to the Company’s, including venture capital funds, leveraged buyout funds
and operating businesses competing for acquisitions. Many of these entities are well established and have extensive experience
in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical,
human and other resources than the Company does and the Company’s financial resources are limited when contrasted with those of
many of these competitors. While the Company believes that there are numerous potential target businesses that it could acquire,
the Company’s ability to compete in acquiring certain sizable target businesses will be limited by the Company’s limited financial
resources and the fact that the Company will use its common stock to acquire an operating business. This inherent competitive limitation
gives others an advantage in pursuing the acquisition of certain target businesses.

 

The Company may be unable to obtain additional
financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could
compel the Company to restructure a potential business transaction or abandon a particular business combination.

 

We may be required to seek additional financing.
We cannot assure you that such financing would be available on acceptable terms, if at all. If additional financing proves to be
unavailable, we would be compelled to restructure the transaction or abandon that particular business combination and seek an alternative
target business. In addition, if we consummate a business combination, we may require additional financing to fund the operations
or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued
development or growth of the target business.

 

Financing requirements to fund operations
associated with reporting obligations under the Exchange Act.

 

The Company has no revenues and is dependent
upon the willingness of the Company’s management to fund the costs associated with the reporting obligations under the Exchange
Act, other administrative costs associated with the Company’s corporate existence and expenses related to the Company’s business
objective. The Company is not likely to generate any revenues until the consummation of a business combination, at the earliest.
The Company believes that it will have available sufficient financial resources available from its management to continue to pay
accounting and other professional fees and other miscellaneous expenses that may be required until the Company commences business
operations following a business combination.

 

We are dependent upon interim funding provided
by management or an affiliated party to pay professional fees and expenses. Our management has provided funding, without formal
agreement, as has been required to pay for accounting fees and other administrative expenses of the Company.

 

The Company does not currently engage in any
business activities that provide cash flow. The costs of investigating and analyzing potential business combination candidates
and preparing and filing Exchange Act reports for what may be an unlimited period of time will be paid by our President and CEO,
Andrew Khor Poh Kiang or by or an affiliated party such as a private investor, notwithstanding the fact that there is no written
agreement to pay such costs. Andrew Khor Poh Kiang, or an affiliated party have informally agreed to pay the Company’s expenses
in the form of advances that are unsecured and non-interest bearing. The Company intends
to repay these advances when it has the cash resources to do so.

 

Based on Andrew Khor Poh Kiang and potentially
an outside investor(s), resource commitment to fund our operations, we believe that we will be able to continue as a going concern
until such time as we conclude a business combination. During the next 12 months we anticipate incurring costs related to:

 

·     
filing of Exchange Act reports.

·     
franchise tax fees, registered agent fees, legal fees and accounting fees, and

·     
investigating, analyzing and consummating an acquisition or business combination.

 

We estimate that these costs will range from
sixty to eighty thousand dollars per year, and that we will be able to meet these costs as necessary through loans/advances from
management or affiliated parties until we enter into a business combination.

  

Our President and CEO has a no common
stock equity interest and a 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} preferred stock equity interest in the Company and thus is in a position to influence certain
actions requiring stockholder vote.

 

Management has no present intention to call
for an annual meeting of stockholders to elect new directors prior to the consummation of a business combination. As a result,
our current officers and directors will continue in office at least until the consummation of the business combination. If there
is an annual meeting of stockholders for any reason, the Company’s management has broad discretion regarding proposals submitted
to a vote by shareholders as a consequence of management’s significant equity interest. Accordingly, the Company’s management will
continue to exert substantial control at least until the consummation of a business combination.

 

Broad discretion of Management

 

Any person who invests in the Company’s common
stock will do so without an opportunity to evaluate the specific merits or risks of any prospective business combination. As a
result, investors will be entirely dependent on the broad discretion and judgment of management in connection with the selection
of a prospective business combination. There can be no assurance that determinations made by the Company’s management will permit
us to achieve the Company’s business objectives.

 

Reporting requirements may delay or preclude
a business combination

 

Pursuant to the requirements of Section
13 of the Exchange Act, the Company is required to provide certain information about significant acquisitions and other
material events. The Company will continue to be required to file quarterly reports on Form 10-Q and annual reports on Form
10-K, which annual report must contain the Company’s audited financial statements. As a reporting company under the Exchange
Act, following any business combination, we will be required to file a report on Form 8-K, which report contains audited
financial statements of the acquired entity. These audited financial statements must be filed with the SEC within 5 days
following the closing of a business combination. While obtaining audited financial statements is typically the responsibility
of the acquired company, it is possible that a potential target company may be a non-reporting company with unaudited
financial statements. The time and costs that may be incurred by some potential target companies to prepare such audited
financial statements may significantly delay or may even preclude consummation of an otherwise desirable business
combination. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be
appropriate for acquisition because we are subject to the reporting requirements of the Exchange Act.

 

If the Company is deemed to be an investment
company, the Company may be required to institute burdensome compliance requirements and the Company’s activities may be restricted,
which may make it difficult for the Company to enter into a business combination

 

· restrictions
on the nature of the Company’s investments; and

· restrictions
on the issuance of securities, which may make it difficult for us to complete a business combination.

 

In addition, we may have imposed upon us burdensome
requirements, including: 

· registration
as an investment company;

· adoption
of a specific form of corporate structure; and

· reporting,
record keeping, voting, proxy and disclosure requirements and other rules and regulations.

 

The Company does not believe that its anticipated
principal activities will subject it to the Investment Company Act of 1940.

 

The Company has no “Independent
Directors”, so actions taken and expenses incurred by our offices and directors on behalf of the Company will generally not
be subject to “Independent Review”

 

We currently do not have any independent directors
and while our officers and director derive no compensation, they will be paid for any services rendered prior to or in connection
with a business combination, and may receive reimbursement for out-of-pocket expenses incurred in connection with activities on
the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses
by anyone other than our board of directors. The Company believes that all actions taken by our director on the Company’s behalf
will be in the Company’s best interests; the Company cannot assure the investor that this will actually be the case. If actions
are taken, or expenses are incurred that are actually not in the Company’s best interests, it could have a material adverse effect
on our business and plan of operation and the price of our stock held by the public stockholders.

  

Covid-19 Coronavirus Risk

 

We are now operating under a constant threat
from COVID-19, (SARS-CoV-2) the novel coronavirus which has infected millions of people globally and is responsible for the deaths
of nearly one million five hundred thousand people as of this filing on Form 10. We will face uncertainty operating under the conditions
of COVID-19. Given the severity of COVID-19, we will have limited to no control over our affairs if our management team becomes
infected or if we are under lockdown or quarantine orders where we may have limited opportunity to review merger or acquisition
targets. To the extent that we can work from home such accommodations may not be in the best interest of the
Company and thus may impair the value of our management’s services. There are also risks additional beyond our control, for
example; if we identify a target for merger or acquisition and if key members of that target are infected by COVID-19, it could
significantly impair our strategy and would force us to reconsider our options if it could not be remedied with an alternate plan.
If we encounter a prolonged lockdown or quarantine, we would likely encounter opportunity risks such as being unable to execute
our plans, evaluate target businesses, and loss of potential business connections.

 

 

General Economic Risks

 

The Company’s current and future business objectives
and plan of operation are likely dependent, in large part, on the state of the general economy. Adverse changes in economic conditions
may adversely affect the Company’s business objective and plan of operation. These conditions and other factors beyond the Company’s
control include also, but are not limited to regulatory changes. 

 

Risks Related to Our Common Stock

 

The Company’s shares of common stock
are traded from time to time on the OTC Pink Sheet Market.

 

Our common stock rarely trades on the OTC Pink
Sheet Market. There can be no assurance that there will be a liquid trading market for the Company’s common stock following a business
combination. In the event that a liquid trading market commences, there can be no assurance as to the market price of the Company’s
shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.

 

Our common stock is subject to the Penny Stock Rules of the
U.S. Securities and Exchange Commission (“SEC”) and the trading market in our common stock is limited, which makes
transactions in our stock cumbersome and may reduce the value of an investment in our common stock.

 

The SEC has adopted Rule 3a51-1 which establishes
the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of
less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, Rule 15g-9 requires:

 

·     that
a broker or dealer approve a person’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 a person’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 prescribed by the SEC relating to the penny stock market, which, in
highlight form:

 

·    sets
forth the basis on which the broker or dealer made the suitability determination; and

·    that
the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 

Generally, 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.

 

State blue sky registration; potential
limitations on resale of the Company’s common stock

 

The holders of the Company’s shares of
common stock registered under the Exchange Act and those persons who desire to purchase them in any trading market that may
develop in the future, should be aware that there may be state blue-sky law restrictions upon the ability of investors to
resell the Company’s securities. Accordingly, investors should consider the secondary market for the Company’s securities to
be a limited one.

 

It is the intention of the Company’s management
following the consummation of a business combination to seek coverage and publication of information regarding the Company in an
accepted publication manual which permits a manual exemption. The manual exemption permits a security to be distributed in a particular
state without being registered if the Company issuing the security has a listing for that security in a securities manual recognized
by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1)
the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the
fiscal year preceding the balance sheet or for the most recent fiscal year of operations. Furthermore, the manual exemption is
a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities.

 

 Most of the accepted manuals are those
published by Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many
states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals”
but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize
the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

 

Rule 144 Related Risks

 

The SEC adopted amendments to Rule 144
which became effective on February 15, 2008. These Rule 144 amendments apply to securities acquired both before and after
that date. Generally, under the Rule 144 amendments, a person who has beneficially owned restricted shares for at least six months
would be entitled to sell their securities provided that: (i) such person is not deemed to have been an affiliate at the time
of, or at any time during the three months preceding, a sale; (ii) we are subject to and are current in the Exchange Act periodic
reporting requirements for at least 90 days before the sale; and (iii) if the sale occurs prior to satisfaction of a
one-year holding period, provided current information is available at the time of sale.

 

Persons who have beneficially owned restricted
shares for at least six months but who are affiliates at the time of, or at any time during the three months preceding a sale,
would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only
a number of securities that does not exceed the greater of either of the following: (i) 1{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the total number of securities of
the same class then outstanding; or (ii) the average weekly trading volume of such securities during the four calendar weeks preceding
the filing of a notice on Form 144 with respect to the sale; provided, in each case, that we are subject to the Exchange Act
periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner
of sale, current public information and notice provisions of Rule 144.

 

These Rule 144 related risks are subject to
further restrictions in the event that the Exchange Act reporting company is deemed to be a Shell Company, such as the Company.

 

Restrictions on the Reliance of Rule 144 by Shell Companies
or Former Shell Companies

 

Historically, the SEC staff has taken the position
that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank
check companies, like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the
use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies)
or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition,
however, if the following conditions are met:

 

– The issuer of the securities that was formerly
a shell company has ceased to be a shell company;

– The issuer of the securities is subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act;

– The issuer of the securities has filed
all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter
period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and -At
least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its
status as an entity that is not a shell company.

 

As a result, it is likely that pursuant to
Rule 144, stockholders who receive our restricted securities in a business combination will not be able to sell our shares
without registration until one year after we have completed our initial business combination.

 

Rule 145 Related Risk

 

Under the new amendments, affiliates of a target
company who receive registered shares in a Rule 145 business combination transaction, and who do not become affiliates of the acquirer,
will be able to immediately resell the securities received by them into the public markets without registration (except for affiliates
of a shell company as discussed in the following section). However, those persons who are affiliates of the acquirer, and those
who become affiliates of the acquirer after the acquisition, will still be subject to the Rule 144 resale conditions generally
applicable to affiliates, including the adequate current public information requirement, volume limitations, manner-of-sale requirements
for equity securities, and, if applicable, a Form 144 filing.

  

Application of Rule 145 to Shell
Companies

 

Public resale of securities acquired by affiliates
of acquirers and target companies in business combination transactions involving shell companies will continue to be subject to
restrictions imposed by Rule 145. If the business combination transaction is not registered under the Securities Act, then
the affiliates must look to Rule 144 to resell their securities (with the additional Rule 144 conditions applicable to shell
company securities). If the business combination transaction is registered under the Securities Act, then affiliates of the acquirer
and target company may resell the securities acquired in the transaction, subject to the following conditions:

 

-The issuer must meet all of the conditions
applicable to shell companies under Rule 144;

– After 90 days from the date of the acquisition,
the affiliates may resell their securities subject to Rule 144’s volume limitations, adequate current public information requirement,
and manner-of-sale requirements;

– After six months from the date of the acquisition,
selling security-holders who are not affiliates of the acquirer may resell their securities subject only to the adequate current
public information requirement of Rule 144; and

– After one year from the date of the acquisition,
selling security-holders who are not affiliates or the acquirer may resell their securities without restriction.

 

Application of Rule 419 to Shell Companies

 

The provisions of Rule 419 apply to registration
statements filed under the Securities Act of 1933, as amended, by a blank check company. Rule 419 requires that a blank check company
filing such registration statement deposit the securities being offered and proceeds of the offering into an escrow or trust account
pending the execution of an agreement for an acquisition or merger.

 

In addition, the Company is required to file
a post-effective amendment to the registration statement upon the execution of an agreement for such acquisition or merger. The
rule provides procedures for the release of the offering funds in conjunction with the post effective acquisition or merger. The
obligations to file post-effective amendments are in addition to the obligations to file Forms 8-K to report for both the entry
into a material non-ordinary course agreement and the completion of the transaction. Rule 419 applies to both primary and re-sale
or secondary offerings.

 

Within five (5) days of filing a post-effective
amendment setting forth the proposed terms of an acquisition, the Company must notify each investor whose shares are in escrow.
Each investor then has no fewer than 20 and no greater than 45 business days to notify the Company in writing if they elect to
remain an investor. A failure to reply indicates that the person has elected to not remain an investor. As all investors are allotted
this second opportunity to determine to remain an investor, acquisition agreements should be conditioned upon enough funds remaining
in escrow to close the transaction.

 

You May Not Be Entitled to Protections
Normally Afforded to Investors of Bank Check Companies

 

If the net proceeds of an offering under the
Securities Act of 1933 is used to complete a initial business combination with a target business that has not been identified,
and we will have net tangible assets in excess of $5,000,001 upon the successful consummation of this offering and will file a
Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by
the SEC to protect investors of blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits
or protections of those rules which would, for example, completely restrict the transferability of our securities, require us to
complete our initial business combination within 18 months of the effective date of the initial registration statement and restrict
the use of interest earned on the funds held in the trust account.

 

Investors will then not be entitled to protections
normally offered to investors in Rule 419 blank check offerings.

 

Possible Issuance of Additional Securities

 

Authorized Capital Stock

 

Our Articles of Incorporation authorizes the issuance
of 900,000,000 shares of capital stock of which 800,000,000 are common stock, par value $0.001 and 100,000,000 shares of Preferred Stock,
par value, $0.001.We have attached our Amended Articles of Incorporation to this Amendment No. 2 on Form 10 under exhibit 3.4 As of April
5, 2021, we had 131,786,268 shares issued and outstanding. As of the same date, we had 5,000,000 shares of authorized Preferred Class
A shares of stock, and 500,000 shares of Preferred Series A Class outstanding. We may be expected to issue additional shares in connection
with our pursuit of new business opportunities and new business operations. To the extent that additional shares of common stock are
issued, our shareholders would experience dilution of their respective ownership interests. If we issue shares of common stock in connection
with our intent to pursue new business opportunities, a change in control of the Company may be expected to occur. The issuance of additional
shares of common stock may adversely affect the market price of our common stock, in the event that an active trading market commences. 

 

Dividends unlikely

 

The Company does not expect to pay dividends
for the foreseeable future because it has no revenues or cash resources. The payment of dividends will be contingent upon the Company’s
future revenues and earnings, if any, capital requirements and overall financial conditions. The payment of any future dividends
will be within the discretion of the Company’s board of directors as then constituted. It is the Company’s expectation that future
management following a business combination will determine to retain any earnings for use in its business operations and accordingly,
the Company does not anticipate declaring any dividends in the foreseeable future.

  

ITEM 2. FINANCIAL INFORMATION

 

Management’s Plan of Operation

 

The following discussion contains forward-looking
statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements
by the fact that they do not relate strictly to historical or current facts. They use of words such as “anticipate”,
“estimate”, “expect”, “project”, “intend”, “plan”, “believe”, and other
words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to
time, we also may provide forward-looking statements in other materials we release to the public.

 

Overview

 

The Company’s current business objective is
to seek a business combination with an operating company. We intend to use the Company’s limited personnel and financial resources
in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt,
in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of
restricted shares of capital stock. The issuance of additional shares of our capital stock:

 

·     
may significantly reduce the equity interest of our stockholders;

·     
will likely cause a change in control if a substantial number of our shares of capital stock are issued, and most likely will also
result in the resignation or removal of our present officer and director; and

·     
may adversely affect the prevailing market price for our common stock.

 

Similarly, if we issued debt securities, it
could result in:

 

·     
default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt
obligations;

·     
acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if
the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants
were breached without a waiver or renegotiations of such covenants;

·     
our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and

·    
our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to
obtain additional financing while such security was outstanding.

 

Results of Operations during the year ended December 31, 2020 as
compared to the year ended December 31, 2019.

 

We have not generated any revenues during the
years 2020 and 2019. We had total operating expenses of $2,328 related to general and administrative expenses during the year ended
December 31, 2020, compared to total operating expenses of $2,195 during the year ended December 31, 2019. We incurred zero interest
expense during both years ended December 31, 2020 and December 31, 2019. During the year ended December 31, 2020 and December 31,
2019, we had a net loss of $2,328 and $2,195, respectively mainly due to our general and administrative expenses.

 

Liquidity and Capital Resources

 

At present, the Company has no business operations
and no cash resources other than that provided by management. We are dependent upon interim funding provided by management or an
affiliated party to pay professional fees and expenses. Our management and an affiliated party have agreed to provide funding as
may be required to pay for accounting fees and other administrative expenses of the Company until the Company enters into a business
combination. The Company would be unable to continue as a going concern without interim financing provided by management.

 

If we require additional financing, we cannot
predict whether equity or debt financing will become available at terms acceptable to us, if at all. The Company depends upon services
provided by management and an affiliated party to fulfill its filing obligations under the Exchange Act. At present, the Company
has no financial resources to pay for such services.

 

The Company does not currently engage in any
business activities that provide cash flow. The costs of investigating and analyzing business combinations, maintaining the filing
of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an unlimited period of time will
be paid from additional money contributed by our President and CEO, Andrew Khor Poh Kiang, or an affiliated party.

 

During the next 12 months we anticipate incurring
costs related to:

 

·     
filing of Exchange Act reports.

·     
franchise fees, registered agent fees, legal fees and accounting fees, and

·     
investigating, analyzing and consummating an acquisition or business combination.

 

We estimate that these costs will be in the
range of sixty to eighty thousand dollars per year, and that we will be able to meet these costs as necessary, to be advanced/loaned
to us by management and/or an affiliated party.

 

On December 31, 2020 we had no cash in current
assets, and on December 31, 2019, we had no current assets.

 

The Company currently plans to satisfy its
cash requirements for the next 12 months through borrowings from our President, CEO Andrew Khor Poh Kiang and believes it can
satisfy its cash requirements. The Company expects that money borrowed will be used during the next 12 months to satisfy the Company’s
operating costs, professional fees and for general corporate purposes. There is no written funding agreement between the Company
and our President, CEO Andrew Khor Poh Kiang.  The Company has only limited capital. Additional financing is necessary for
the Company to continue as a going concern. Our independent auditors have unqualified audit opinion for the years ended December
31, 2020 and 2019 with an explanatory paragraph on going concern. 

Off-Balance Sheet Arrangements

 

As of December 31, 2020 and 2019, we did not
have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities
Act of 1934.

 

Contractual Obligations and Commitments

 

As of December 31, 2020 and 2019, we did not
have any contractual obligations.

 

Critical Accounting Policies

 

Our significant accounting policies are described
in the notes to our financial statements for the years ended December 31, 2020 and 2019, and are included elsewhere in this registration
statement.

 

ITEM 3. DESCRIPTION OF PROPERTY

 

The Company has no lease or physical office
space. It has a virtual office location it uses at 2616 Willow Wren Dr. North Las Vegas, NV 89084. The Company believes that due
to the global coronavirus pandemic, office facilities are not required for the foreseeable future and this current arrangement
will remain until conditions change.

 

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth information regarding
the beneficial ownership of our common stock as of March 31, 2021 . The information in this table provides the ownership information
for: each person known by us to be the beneficial owner of more than 5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of our common stock; each of our directors; each of our executive
officers; and our executive officers and directors as a group.

 

Beneficial ownership has been determined in
accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless
otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of
shares indicated as beneficially owned by them. As a custodianship company, we did not have corporate records and relied on
public disclosures and we have to the best of our ability identified each of the persons who have voting and investment control
over the shares with respect to the entities in our table.

 

Name and Address of Beneficial Owner Title of Class

Amount and Nature of Beneficial Ownership

Percent of Class(1)

SMC Investment Management Limited(2)

PO Box 957 Offshore Incorporations

Centre Road Town, Tortola BVI

Common Stock 17,218,305       13.06{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

Terry Group Limited(3)

3rd Floor Omar Hodge Building

Wickhams Cay 1

Road Town BVI

Common Stock 14,543,779     11.03{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

Moral Success Management Limited(4)

3rd Floor Omar Hodge Building

Wickhams Cay 1

Road Town BVI

Common Stock 12,759,153      9.68{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

Faircrown Investments Limited(5)

3rd Floor Omar Hodge Building

Wickhams Cay 1

Road Town BVI

Common Stock 11,152,602      8.46{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

Top Wealth Worldwide Limited(6)

263Main Street, Road Town

Tortola BVI

Common Stock 10,138,729     7.69{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

Best Match (Asia) Limited(7)

18F W Square 318 Hennessy

Wanchai, Hong Kong

Common Stock 10,138,729     7.69{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

Accurate Dragon Limited(8)

3rd Floor Omar Hodge Building

Wickhams Cay 1

Road Town BVI

Common Stock 9,124,856       6.92{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

Andrew Khor Poh Kiang

649 Mission Street 5th Floor

San Francisco, CA, 94105

Series A Preferred Stock

500,000

 

100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

All Directors and Officers as a group, 1 person        

(1) Applicable percentage ownership is based
on 131,768,268 shares of common stock outstanding as of March 15, 2021. Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock
that are currently exercisable or exercisable within 60 days of December 31, 2020 are deemed to be beneficially owned by the person
holding such securities for the purpose of computing the 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) SMC Investment
Management Limited – Hamilton Tang

(3) Terry Group Limited – Bondy
Tan

(4)
Moral Success Management Limited – Charles Cheung

(5) Faircrown
Investments Limited – Scott Booth

(6)
Best Match (Asia) Limited – Francis Man Chung Wong

(7)
Top Wealth Worldwide Limited – Kwok Tin Tang

(8) Accurate
Dragon Limited – Alfred Lee Ming Sung

 

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

 

The following table sets forth information for our executive officers
and directors as of December 31, 2020:

 

Name   Age   Position
Andrew Khor Poh Kiang     54      President, Chief Executive Officer and Chairman
Lee Kok Keing     59      Chief Financial Officer and Secretary

 

Andrew Khor Poh Kiang serves as our
President, Chief Executive Officer and Chairman. He also serves in the same capacity with Andes 7, Inc. a fully-reporting Delaware
corporation since 2016. From 2000 to 2002, Mr. Khor was the assistant to Consul General Mr. Wan Jaafar Wan Noor from the Ministry
of Foreign Affairs, Malaysia in Thailand. From 2002 to 2006, Mr. Khor was managing SAG Group Company Limited in Thailand, a mining
company he controlled that supplied iron ore to China. From 2006 to present, Mr. Khor has been involved in the High Technology
area through The Super Conductivity Maglev System of Japan Flagship Group or known as FSG, as its South East
Asia Representative, dealing with local governments in South East Asia for the ” HIGH SPEED SURFACE TRAIN ” and
also appointed by STAR CRUISES, Berjaya Group and Tanjung Rhu Resorts as human resources trainer in hospitality and residential
property development. Mr. Khor is the President of Abina Asean Co., Ltd. Mr. Khor holds a Masters of Business Administration from
ICS Singapore.

Lee Kok Keing serves as our Chief
Financial Officer and Secretary. He also serves in the same capacity with Andes 7, Inc. a fully-reporting Delaware
corporation since 2016. Mr. Lee began his career in banking and finance with RHB Bank Berhad from 1979 to 2006, he held
various positions and served as branch manager for a few years. From 2006 to 2015, he joined RHB Investment Bank Berhad
(formerly OSK Investment Bank) and served in several executive positions as head of branch.

Our directors hold office until the next annual
meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respect to
the election of directors. We do not compensate our directors. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. We do not have any standing committees at this time.

 

Our directors, officers or affiliates have
not, within the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings,
or is any such person the subject or any order, judgment or decree involving the violation of any state or federal securities laws.

 

Section 16(a) Compliance

 

Section 16(a) of the Securities and Exchange
Act of 1934 requires the Company’s directors and executive officers, and persons who own beneficially more than ten percent (10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3})
of the Company’s Common Stock, to file reports of ownership and changes of ownership with the SEC. Copies of all filed reports
are required to be furnished to the Company pursuant to Section 16(a). Once the Company becomes subject to the Exchange Act of
1934, our office and director has informed us that he intends to file reports required to be filed under Section 16(a).

 

ITEM 6. EXECUTIVE COMPENSATION

 

The following table sets forth, for each of
the last two completed fiscal years of the Company, the total compensation awarded to, earned by or paid to any person who was
a principal executive officer during the preceding fiscal year and every other highest compensated executive officers earning more
than $100,000 during the last fiscal year (together, the “Named Executive Officers”). There was no compensation paid
to any executive officer for the fiscal year ended December 31, 2020. 

  

Summary Compensation Table

 

Name
And
Principal
Position
  Year     Salary
(US$)
    Bonus
(US$)
    Stock
Awards
(US$)
    Option
Awards
(US$)
    Non-
Equity
Incentive
Plan
Compensation
(US$)
    Nonqualified
Deferred
Compensa-
tion
Earnings
(US$)
    All
Other
Compen-
sation
(US$)
    Total
(US$)
 
                                                       
Andrew Khor Poh Kiang, President, Chief Executive Officer and Chairman     2020     $ 0       0       0       0       0       0       0     $ 0  

  

This information includes the dollar value
of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation
discussed addresses all compensation awarded to, earned by, or paid to our named executive officer.

 

The following table sets forth information
with respect to compensation paid by us to our directors for the fiscal year ended December 31, 2020.

 

Director Compensation

 

Name   Fees Earned
or Paid in
Cash
(US$)
  Stock Awards
(US$)
  Option 
Awards
(US$)
  Non-Equity
Incentive Plan
Compensation
(US$)
  Change in 
Pension Value 
and 
Nonqualified 
Deferred 
Compensation 
Earnings
(US$)
  All Other
Compensation
(US$)
  Total
(US$)
                                                         
Andrew Khor Poh Kiang, President, Chief Executive Officer and Chairman     0       0       0       0       0       0       0  

 

All compensation received by our officers and
directors has been disclosed. There are no stock option, retirement, pension or profit sharing plans for the benefit of our officers
and directors.

 

Employment Agreements

 

We have not entered into any employment agreements
with any of our officers or directors.  As of the date of this Annual Report we had no employees other than those listed above. All
future employment arrangements are subject to the discretion of our Board of Directors.

 

Long-Term Incentive Plan Awards

 

We do not have any long-term incentive plans
that provide compensation intended to serve as incentive for performance.

 

Director Compensation

 

We have no plans to begin paying our directors
any cash compensation until our business becomes operationally profitable. We may, however, reimburse our directors for any out-of-pocket
travel and lodging expenses associated with their attendance of Board meetings.

 

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

 

As of March 31, 2021 and during the year ended
December 31, 2020 and 2019, Andrew Khor Poh Kiang, the Company’s President, Chief Executive Officer and Chairman, contributed $900
and $1,124 in cash to pay for operating expenses. This was recorded as additional paid-in capital.

 

ITEM 8. LEGAL PROCEEDING

 

None.

  

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS

 

Market Information

 

Our common stock is currently quoted on the
OTC market “Pink Sheets” under the symbol LTSC. For the periods indicated, the following table sets forth the high and
low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or
commission and may not necessarily represent actual transactions.

 

    Price Range
Period   High   Low
Year Ended December 31, 2019:        
First Quarter   $ 0.0070     $ 0.0015  
Second Quarter   $ 0.0040     $ 0.0017  
Third Quarter   $ 0.0030     $ 0.0016  
Fourth Quarter   $ 0.0165     $ 0.0014  
Year Ended December 31, 2020:                
First Quarter   $ 0.0039     $ 0.0027  
Second Quarter   $ 0.0065     $ 0.0041  
Third Quarter   $ 0.0060     $ 0.0040  
Fourth Quarter   $ 0.0050     $ 0.0025  

  

As of March 31, 2021 , our shares of common stock were held by approximately
180 stockholders of record. The transfer agent of our common stock is Pacific Stock Transfer Company, Inc.

 

Dividends

 

Holders of common stock are entitled to dividends
when, as, and if declared by the Board of Directors, out of funds legally available therefore. We have never declared cash dividends
on its common stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends
to retain future earnings to finance the growth of our businesses. There are no restrictions in our articles of incorporation or
bylaws that restrict us from declaring dividends.

 

Securities Authorized for Issuance Under Equity Compensation
Plans

 

No equity compensation plan or agreements under
which our common stock is authorized for issuance has been adopted during the fiscal years ended December 31, 2020 and 2019.

 

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

 

On February 13, 2018, Richard Chiang paid Small
Cap Compliance, LLC, the custodian of the Company $0.076 per share for 500,000 shares of Series A Preferred Stock.

  

On May 11, 2018, the Company was entered into an agreement for a change
in control with Lie Chen, conveying 500,000 shares of Series A preferred stock for $0.32 cents per share, which was executed on May 29,
2018.

 

On October 6, 2019, the Company entered into a
change in control whereby Lie Chen conveyed 500,000 shares of Series A preferred stock to Andrew Khor Poh Kiang for $0.20 cents per share.

 

These issuances were completed pursuant to
Section 4(a)(2) of the Securities Act.

 

ITEM 11. DESCRIPTION OF COMPANY’S SECURITIES
TO BE REGISTERED

 

The following statements relating to the capital
stock set forth the material terms of the Company’s securities; however, reference is made to the more detailed provisions of our
Certificate of Incorporation and by-laws, copies of which are filed herewith.

  

Common Stock

 

As of the date of this Form 10 Information
Statement, the Company had 131,786,268 shares of common stock issued and outstanding. The Company’s transfer agent is Pacific
Stock Transfer Company, Inc.

 

Our Certificate of Incorporation authorizes the
issuance of 900,000,000 shares of capital stock, of which 800,000,000 is common stock, par value $0.001 per share and 100,000,000 as
Preferred Stock, par value $0.001 per share. We currently have 1,000,000 shares authorized as Series A Preferred stock with 500,000 issued
and outstanding. Our holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders.
Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if
any, as may be declared from time to time by the board of directors in its discretion from legally available funds. In the event of a
liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share pro rata all assets remaining
after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There
are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

 

Dividends

 

Dividends, if any, will be contingent upon
our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within
the discretion of our board of directors. We intend to retain earnings, if any, for use in our business operations and accordingly,
the board of directors does not anticipate declaring any dividends prior to a business combination transaction, nor can there be
any assurance that any dividends will be paid following any business combination.

 

Preferred Stock

 

Our Certificate of Incorporation authorize
the issuance of 100,000,000 shares of preferred stock, par value $0.001, and vest in the Company’s board of directors the authority
to establish series of unissued preferred shares by the designations, preferences, limitations and relative rights, including voting
rights, of the preferred shares of any series so established to the same extent that such designations, preferences, limitations,
and relative rights could have been fully stated in the Articles of Incorporation, and in order to establish a series, the board
of directors shall adopt a resolution setting forth the designation of the series and fixing and determining the designations,
preferences, limitations and relative rights, including voting rights, thereof or so much thereof as shall not be fixed and determined
by the Certificate of Incorporation.

 

The board of directors may authorize the issuance
of preferred shares without further action by our shareholders and any preferred shares would have priority over the common stock
with respect to dividend or liquidation rights. Any issuance of preferred shares may have the effect of delaying, deferring or
preventing a change in control of the Company and may contain voting and other rights superior to common stock. As a result, the
issuance of preferred shares may adversely affect the relative rights of the holders of common stock.

 

On February 12, 2018, the Company authorized
5,000,000 shares of Series A Preferred stock, of which there were 500,000 shares issued and outstanding at the time of this filing
on Form 10.

 

The following is a description of the material rights of our Series
A Preferred stock:

 

Each share of Series A Preferred stock shall
have a par value of $0.001 per share. The Series A Preferred stock shall vote on any matter that may from time to time be submitted
to the Company’s shareholders for a vote, of 1,000 (one thousand) votes per share. If the Company effects a stock split which
either increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series
A shall not be subject to adjustment unless specifically authorized.

 

Each share of Series A Preferred stock shall
be convertible at a rate of 1 share of Series A Preferred stock for 1,000 shares of Common stock (“Conversion Ratio”),
at the option of a Holder, at any time and from time to time, from and after the issuance of the Series A Preferred stock.

 

The Series A Preferred stock is not entitled
to receive any dividends in any amount during which such shares are outstanding.

 

Upon written notice to the Holder, the
Holder shall effect conversions by surrendering the certificate(s) representing the Preferred Series A stock to be converted
to the Corporation, together with a form of conversion notice satisfactory to the Corporation, which shall be irrevocable.
Not later than five [5] business days after the conversion date, the Corporation will deliver to the Holder, (i) a
certificate or certificates, which shall be subject to restrictive legends, representing the number of shares of Common Stock
being acquired upon the conversion; provided, however, that the Corporation shall not be obligated to issue such certificates
until the Preferred Series A stock is delivered to the Corporation. If the Corporation does not deliver such certificate(s)
by the date required under this section, the Holder shall be entitled by written notice to the Corporation at any time on or
before receipt of such certificate(s), to receive 100 Preferred Series A stock shares for every week the Corporation fails to
deliver Common Stock to the Holder.

 

In the event of a reclassification of the Common
Stock, any consolidation or merger of the Corporation with or into another person, the sale or transfer of all or substantially
all of the assets of the Corporation or any compulsory share exchange pursuant to which the Common Stock is converted into other
securities, cash or property, then each Holder of Preferred Series A stock then outstanding shall have the right thereafter to
convert such Preferred Series A stock only into the stock and other securities and property receivable upon or deemed to be held
by Holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange, and the Holder
shall be entitled upon such event to receive such amount of securities or property as the shares of the Common Stock into which
such Preferred Series A stock could have been converted immediately prior to such reclassification, consolidation, merger, sale,
transfer or share exchange would have been entitled. The terms of any such consolidation, merger, sale, transfer or share exchange
shall include such terms so as to continue to give the Holder the right to receive the securities or property set forth upon any
conversion following such consolidation, merger, sale, transfer, or share exchange.

 

Upon a conversion of Preferred Series A stock,
the Corporation shall not be required to issue stock certificates representing fractions of shares of Common Stock, but shall issue
that number of shares of Common Stock rounded to the nearest whole number.

 

The Holders of shares of Preferred Series A
stock shall be entitled to vote on any and all matters considered and voted upon by the Corporation’s board of directors
and Common Stock. The Holders of the Preferred Series A stock shall be entitled to 1,000 (one thousand) votes per share of Preferred
Series A stock.

 

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Our articles of incorporation, by-laws and
director indemnification agreements provide that each person who was or is made a party or is threatened to be made a party to
or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was a director or an officer of Brenham or, in the
case of a director, is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership,
joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such
proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as
a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Nevada General
Corporation Law against all expense, liability and loss reasonably incurred or suffered by such.

 

Section 145 of the Nevada General Corporation
Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney’s fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding
brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good
faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and,
with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a
derivative action, ( i.e ., one brought by or on behalf of the corporation), indemnification may be provided only for expenses
actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit
if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests
of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant
is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

  

Pursuant to Section 102(b)(7) of the Nevada
General Corporation Law, Article Seven of our articles of incorporation eliminates the liability of a director to us for monetary
damages for such a breach of fiduciary duty as a director, except for liabilities arising:

 

· from
any breach of the director’s duty of loyalty to us;

· from
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

· under
Section 174 of the Nevada General Corporation Law; and

· from
any transaction from which the director derived an improper personal benefit.

 

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Audited Financial Statements for the Years Ended December 31,
2020 and 2019

 

Report of Independent Registered Public Accounting Firm F-1
   
Balance Sheets as of December 31, 2020 and 2019 F-2
   
Statements of Operations for the Years Ended December 31, 2020 and 2019 F-3
   
Statement of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2020 and 2019 F-4
   
Statements of Cash Flows for the Years Ended December 31, 2020 and 2019 F-5
   
Notes to Financial Statements F-6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Report of Independent Registered
Public Accounting Firm

To the shareholders and the board
of directors of Lightscape Technologies Inc.

Opinion on the Financial Statements

We have audited the accompanying
consolidated balance sheets of Lightscape Technologies Inc. (the “Company”) as of December 31, 2020 and 2019, the related
statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, 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, 2020 and 2019, and the results of its operations and its cash
flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

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 audit. 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 audits 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 audit 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.

Substantial Doubt about the Company’s
Ability to Continue as a Going Concern

The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements,
the Company’s minimal activities raise substantial doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ BF Borgers CPA PC

BF Borgers CPA PC

 

We have served as the Company’s auditor since
2020

Lakewood, CO

February 12, 2021 

 

LIGHTSCAPE TECHNOLOGIES, INC.
BALANCE SHEETS
                 
      December 31,       December 31,  
      2020       2019  
                 
ASSETS                
Current Assets                
Cash   $ —       $ —    
Total Current Assets     —         —    
                 
TOTAL ASSETS   $ —       $ —    
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                
LIABILITIES                
Current Liabilities                
Accounts payable     3,213       1,785  
Total Current Liabilities     3,213       1,785  
                 
STOCKHOLDERS’ EQUITY (DEFICIT)                
Preferred stock, $0.001 par value; 100,000,000 shares authorized as of December 31, 2020 and December 31, 2019, respectively                
Series A preferred stock, $0.001 par value; 5,000,000 shares authorized, 500,000 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively     500       500  
Common stock, $0.001 par value; 800,000,000 shares authorized, 131,768,268 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively     131,768       131,768  
Additional paid-in capital     34,488,052       34,487,152  
Accumulated deficit     (34,623,533 )     (34,621,205 )
Total Stockholders’ Equity (Deficit)     (3,213 )     (1,785 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)   $ —       $ —    
                 
The accompanying notes are an integral part of these audited financial statements.

 

 

LIGHTSCAPE TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
         
    For the year ended December 31,
    2020   2019
         
Revenue   $ —         —    
Total Revenue     —         —    
                 
Expenses                
General & administrative expenses     2,328       2,195  
Total Operating Expenses     2,328       2,195  
                 
Loss from Operations     (2,328 )     (2,195 )
                 
Net Loss   $ (2,328 )     (2,195 )
                 
Basic loss per share     (0.00 )     (0.00 )
                 
Weighted average number of common shares outstanding – basic and diluted     131,768,268       131,768,268  
                 
The accompanying notes are an integral part of these audited financial statements.  

 

  

LIGHTSCAPE TECHNOLOGIES, INC.
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2020 and 2019
                             
                            Total
    Common Stock   Preferred Stock  

Additional

Paid-in

  Accumulated  

Stockholders’

Equity

    Shares   Amount   Shares   Amount   Capital   Deficit   (Deficit)
Balance at December 31, 2018     131,768,268     $ 131,768       500,000     $ 500     $ 34,486,028     $ (34,619,010 )   $ (714 )
Contributed Capital – Related Party     —         —         —         —         1,124       —         1,124  
Net loss for the year ended December 31, 2019     —         —         —         —         —         (2,195 )     (2,195 )
Balance at December 31, 2019     131,768,268       131,768       500,000       500       34,487,152       (34,621,205 )     (1,785 )
                                                         
Contributed Capital – Related Party     —         —         —         —         900       —         900  
Net loss for the year ended December 31, 2020     —         —                 —         —         (2,328 )     (2,328 )
Balance at December 31, 2020     131,768,268     $ 131,768       500,000     $ 500     $ 34,488,052     $ (34,623,533 )   $ (3,213 )
                                                         
The accompanying notes are an integral part of these audited financial statements.

LIGHTSCAPE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
         
    For the year ended December 31,
    2020   2019
         
Cash Flow from Operating Activities                
Net loss for the year   $ (2,328 )   $ (2,195 )
                 
Adjustments to reconcile net loss to net cash used in operating activities:                
Increase in accounts payable     1,428       1,071  
                 
Net Cash Used in Operating Activities     (900 )     (1,124 )
                 
Cash Flows from Financing Activities                
Contributed capital from related party     900       1,124  
Net Cash Provided by Financing Activities     900       1,124  
                 
Net increase (decrease) in cash, cash equivalents, and restricted cash     —         —    
Cash, cash equivalents, and restricted cash at beginning of year     —         —    
Cash, cash equivalents, and restricted cash at end of year   $ —       $ —    
                 
Supplemental Disclosure of Interest and Income Taxes Paid:                
Interest paid during the year   $ —       $ —    
Income taxes paid during the year   $ —       $ —    
                 
The accompanying notes are an integral part of these audited financial statements. 

 

LIGHTSCAPE TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019

 

NOTE 1 – ORGANIZATION AND OPERATIONS

 

Lightscape Technologies Inc. (the “Company”)
was incorporated under the laws of the State of Nevada under the name “Legacy Bodysentials Inc.” on September 14, 1995.
On September 25, 1996, we changed our name to “Legacy Minerals Inc.” and on May 18, 1998, we changed our name to “Global
Commonwealth Inc.” On November 12, 1999, we changed our name to “Global Innovative Systems Inc.” and on April
23, 2007, we changed our name to “Lightscape Technologies Inc.” The Company was a holding company for subsidiaries
engaged in two main continuing business activities: (i) digital out-of-home (“OOH”) advertising and (ii) light-emitting
diode (“LED”) solutions.

 

On August 23, 2010, the Company filed a Form
15 to terminate its registration and duties to report under Section 12 of the Securities Exchange Act of 1934. On December 31,
2010, the Company announced a distribution of its assets to all shareholders by way of spin-off Lightscape Technologies (Greater
China) Ltd., its wholly owned subsidiary.

 

On December 19, 2017, Small Cap Compliance,
LLC filed a motion for custodianship of Lightscape Technologies, Inc. with the Eighth Judicial District of Clark County, Nevada
and on January 23, 2018, the Eighth Judicial District of Clark County, Nevada granted Small Cap Compliance, LLC custodianship over
Lightscape Technologies, Inc. having given proper notice to officers and directors of the Company.

 

On February 13, 2018, Small Cap Compliance, LLC filed a certificate
of revival with the state of Nevada, and that same date was acquired by Richard Chiang via conveyance of 500,000 shares of Series
A preferred stock. On March 9, 2018, the Company via proxy appointed Richard Chiang as, President, Secretary, Treasurer and Director.

  

On May 11, 2018, the Company was entered into a change in control
with Lie Chen, conveying 500,000 shares of Series A preferred stock.

 

On October 6, 2019, the Company entered into a change in control
whereby Lie Chen conveyed 500,000 shares of Series A preferred stock to Andrew Khor Poh Kiang.

 

Mr. Kiang is considered, and shall be treated as, a promoter for
the Company.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 

Basis of presentation

 

The Company’s financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and 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. Actual results could differ from those
estimates.

  

Income Taxes

 

The Company follows Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 740, Income Taxes, for recording
the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial
statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset
or liability is expected to be realized or settled.

 

Deferred income tax expenses or benefits are
based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that
some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax
assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the
provision for deferred income taxes in the period of change.

Stock-based Compensation

 

The Company follows FASB ASC Subtopic 718,
Stock Compensation, for accounting for stock-based compensation. The guidance requires that share-based payment transactions with
employees and non-employees for services rendered be recognized in the financial statements based on their fair value at the grant
date and recognized as compensation expense over their vesting periods.

  

Basic and Diluted Loss Per Share

 

Earnings per share (EPS) is calculated in accordance
with the FASB ASC Topic 260, “Earnings Per Share.” Basic net income (loss) per share is based upon the weighted average
number of common shares outstanding. Diluted net income (loss) per share is based on the assumption that all dilutive convertible
shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method,
options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as
if funds obtained thereby were used to purchase common stock at the average market price during the period.

 

Cash and Cash Equivalents

 

Cash equivalents consist of highly liquid investments
with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without
any restrictions. At December 31, 2020 and 2019, cash equivalents amounted to $0.

 

COVID-19

 

In early 2020, the World Health Organization
declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide
enacting emergency measures to combat the spread of the virus. Due to the outbreak and spread of COVID-19, the Company’s
management and advisors responsible for financial reporting have experienced administrative delays, include travel restrictions
and reduced work hours. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that
there were no material adverse impacts on the Company’s results of operations and financial position at December 31, 2020.
The Company is not aware of any specific event or circumstance that would require an update to its estimates or
judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Registration Statement
on Form 10. These estimates may change, as new events occur and additional information is obtained.

 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization
of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the accompanying financial
statements, the Company had an accumulated deficit at December 31, 2020 and 2019 of $34,623,533 and $34,621,205 and its liabilities
exceeded its assets. These factors among others raise substantial doubt about the Company’s ability to continue as a going
concern.

 

While the Company is attempting to commence
operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s
daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that
the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the
Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in
its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going
concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

 

The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 4 – INCOME TAXES

 

The Company provides
for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred
tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities
and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred
tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

The components of
the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount
recorded as of December 31, 2020 and 2019, are as follows:

 

    December 31,   December 31,
    2020   2019
Net operating loss carryforward   $ (34,623,533 )   $ (34,621,205 )
Effective tax rate     21 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}     21 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Deferred tax asset     (7,270,942 )     (7,270,453 )
Less: Valuation allowance     7,270,942       7,270,453  
Net deferred asset   $ —       $ —    

 

The valuation
allowance increased by $489 and $461 during the years ended December 2020 and 2019, respectively. As of December 31, 2020, the
Company had $34,623,533 in net operating losses (“NOLs”) that may be available to offset future taxable income, which
begin to expire between 2036 and 2038. NOLs generated in tax years prior to December 31, 2018 can be carryforward for twenty years,
whereas NOLs generated after December 31, 2018 can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal
Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater
than 50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} ownership changes.

 

NOTE 5 – STOCKHOLDERS’ DEFICIT

 

Authorized Capital Stock

 

Common Stock

 

The Company is authorized to issue 800,000,000
shares of common stock with a par value of $0.001 per share. As of December 31, 2020 and 2019, 131,768,268 shares were issued and
outstanding, respectively.

 

Preferred Stock

 

The Company is authorized 100,000,000 shares
of preferred stock with a par value of $0.001 per share.

 

Series A Preferred Stock

 

On February 13, 2018, the Board of Director
designated a series of preferred stock titled Convertible Series A Preferred Stock consisting of 5,000,000 shares. There is currently
no market for the shares of Convertible Series A Preferred Stock and holders shall not be entitled to receive any dividends. Each
share can be converted into one thousand shares of the Company’s common stock. On all
matters to come before the shareholders of the Company, the holder of Convertible Series A Preferred shall be entitled to one thousand
votes per share.

 

As of December 31, 2020 and 2019, 500,000 shares
of Convertible Series A Preferred Stock were issued and outstanding, respectively.

 

Additional paid-in capital

 

During the year ended December 31, 2020 and
2019, Andrew Khor Poh Kiang, the Company’s President, Chief Executive Officer and Chairman, contributed $900 and $1,124 in
cash to pay for operating expenses. This has been recorded as additional paid-in capital.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

During the year ended December 31, 2020 and
2019, Andrew Khor Poh Kiang, the Company’s President, Chief Executive Officer and Chairman, paid expenses on behalf of the
Company totaling $900 and $1,124, respectively.

  

NOTE 7 – SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined
that it does not have any material subsequent events to disclose in these financial statements.

 

 

 

 

 

 

 

 

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

 

In its two most recent fiscal years, the Company
has had no disagreements with its independent accountants.

 

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibit
No.
  Description
2.1   Notice of Entry of Order, dated April 23, 2018,
Eighth Judicial District Court, Clark County, Case No.: A-17-766463-C (incorporated by reference from our Registration
Statement on Form 10-12g filed on  February 12, 2021).
     
3.1   Certificate of Articles of Incorporation (incorporated
by reference from our Registration Statement on Form 10-12g filed on  March 18, 2021).
     
3.2   By-laws (incorporated by reference from our Registration
Statement on Form 10-12g filed on  February 12, 2021).
     
3.3   Certificate of Revival with the state of Nevada,
dated February 13, 2018 (incorporated by reference from our Registration
Statement on Form 10-12g filed on  February 12, 2021).
     
3.4*   Certificate
of Change
     
23.1*    Consent of Independent Auditor

 

*Filed herewith. 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, the Company has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.

 

Date: April 5, 2021

 

 

Lightscape Techologies, Inc.

 

 

By: /s/ Andrew Khor Poh Kiang

Andrew Khor Poh Kiang, President, Chief Executive Officer
and Chairman

 

 

 

By: /s/ Lee Kok Keing

Lee Kok Keing, Chief Financial
Officer and Secretary

  

  

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

  

We hereby consent to the incorporation in this Registration
Statement on Form 10/A2 of our report dated February 12, 2021, relating to the financial statements of Lightscape Technologies Inc., as
of December 31, 2020 and 2019 and to all references to our firm included in this Registration Statement.

  

 

/s/ BF Borgers CPA PC

  

Certified Public Accountants

Lakewood, CO

 

April 5, 2021