Kreido Biofuels, Inc. (Form: 10-K, Received: 03/18/2022 10:00:23)

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Table of Contents

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For Fiscal Year Ended: December 31, 2021

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

For the transition period from _______________ to _______________

Commission file number: 000-55909

KREIDO BIOFUELS, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-3240178
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

No. 357, Ren’ai Street

Yongkang District

Tainan City, Taiwan

71072

(Address of principal executive offices) (Zip Code)

+886-2542372

(Registrant’s telephone number, including area code)

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

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

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

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

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

Indicate by checkmark whether the registrant has submitted electronically on its corporate Website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-Accelerated Filer ☒	Smaller reporting company ☒
Emerging growth company ☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

As of June 30, 2021, the Company had outstanding 2,706,513 shares of common stock, par value $0.001 per share. Of those, 1,186,670 shares were held by non-affiliates of the registrant. As of June 30, 2021, the aggregate market value of the registrant’s voting common stock held by non-affiliates was approximately $308,534 based on the closing price of the Company’s common stock as quoted on the OTC Markets on that date.

The number of shares outstanding of the Registrant’s ordinary shares as of March 15, 2022 was 14,706,513.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933, as amended (“Securities Act”).

Not Applicable.

TABLE OF CONTENTS

Item Number and Caption		Page
ITEM 1	DESCRIPTION OF BUSINESS	1
ITEM 1A	RISK FACTORS	4
ITEM 1B	UNRESOLVED STAFF COMMENTS	4
ITEM 2	PROPERTIES	4
ITEM 3	LEGAL PROCEEDINGS	4
ITEM 4	MINE SAFETY DISCLOSURES	4

PART II
ITEM 5	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	5
ITEM 6	[RESERVED]	5
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	6
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	19
ITEM 9A	CONTROLS AND PROCEDURES	19
ITEM 9B	OTHER INFORMATION	19
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	19

PART III
ITEM 10	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	20
ITEM 11	EXECUTIVE COMPENSATION	22
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	25
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	26
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	26

PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	27
ITEM 16.	FORM 10-K SUMMARY	27
SIGNATURES		28

ITEM 1. DESCRIPTION OF BUSINESS

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

Background

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

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

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

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

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

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

Selling Shareholder	No. of Common Stock	Purchaser
DOU Chu Ju	554,856	PG MAX & CO, LLC
ZHANG Chao	214,387	CHEN,HSUEH-NI
HEUNG Kin Leung Kenny	55,000	HSIAO, CHUNG-PIN
HEUNG Pak Kuen	55,000	HSIAO, CHUNG-PIN
HEUNG Teui Yee	55,000	HSIAO, YU-CHIAO
KWAN Chin Man	55,000	HSIAO, YU-CHIAO
LEUNG Wong Hung	55,000	HSU, CHENG-HSING
MAK Chit Ming Brian	55,000	HSU, CHENG-HSING
Pang King Sau Nelson	12,000,000	Orient Express & Co., Ltd.

Total	13,099,243

Orient Express & Co., Ltd. holds a controlling interest in the Company, and may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders. Cheng Hsing Hsu, our new Chief Financial Officer and Director, is the director and controlling shareholder of Orient Express & Co., Ltd.

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

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

Name	Position
HSIAO, Chung Pin	Chief Executive Officer and Director
HSIAO, Yu-Chiao	Secretary and Director
HSU, Cheng Hsing	Chief Financial Officer and Director

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

Business Focus

Our current business is to seek to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Our acquisition strategy is to assess a broad range of potential business combination targets and complete a business combination. In doing so, we will evaluate the historical financial statements of the target, its management, and projected future results. In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us.

We are in active discussions with affiliates of our directors, officers and or significant shareholders to effect a business combination but have not yet executed any definitive agreements. There can be no assurance that we will be able to successfully effect a business combination with such affiliates.

We intend to effectuate our business combination using only our capital stock, debt or a combination of stock and debt. The issuance of additional shares of our stock in a business combination:

	·	may significantly dilute the equity interest of investors;
	·	may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;
	·	could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
	·	may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and
	·	may adversely affect prevailing market prices for our common stock.

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

	·	default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;
	·	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
	·	our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
	·	our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
	·	our inability to pay dividends on our common stock;
	·	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
	·	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
	·	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
	·	limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying financial statements, as at December 31, 2021, we had $0 in cash. Further, we expect to incur significant costs in the pursuit of our acquisition plans, which could be funded by advances from management. We cannot assure you that our plans to raise capital or to complete our business combination will be successful.

REPORTS TO SECURITY HOLDERS

We are filing this Report with the Securities and Exchange Commission (“SEC”) and will file reports, including quarterly and annual reports, with the Commission pursuant to Section 12(b) or (g) of the Exchange Act. These reports and any other materials filed with the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. We file our reports electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Transfer Online Inc. located at 512 SE Salmon Street, Portland Oregon 97214, telephone number (503) 227-2950, facsimile 503) 227-6874, serves as our stock transfer agent.

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 2. PROPERTIES

Our corporate and executive office is located No. 357, Ren’ai Street, Yongkang District, Tainan City, Taiwan 71072, telephone number +886-2542372. The office premise is being provided by our executive officer without charge.

We believe that our current facilities are adequate for our current needs. We expect to secure new facilities or expand existing facilities as necessary to support future growth. We believe that suitable additional space will be available on commercially reasonable terms as needed to accommodate our operations.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

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

(a)

Market Information

Our common stock is quoted on the OTC PK under the symbol “KRBF”. As of March 14, 2022, the last closing price of our securities was $6.40. There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily reflect actual transactions. Set forth below is the range of high and low bid information for each quarter within the last two fiscal years as provided by the OTC Markets website:

Quarter	High	Low
2021 Fourth Quarter	$2.100	$0.003
2021 Third Quarter	$0.435	$0.003
2021 Second Quarter	$0.390	$0.020
2021 First Quarter	$0.648	$0.075
2020 Fourth Quarter	$0.944	$0.202
2020 Third Quarter	$0.944	$0.261
2020 Second Quarter	$1.070	$0.250
2020 First Quarter	$1.080	$0.750

(b) Approximate Number of Holders of Common Stock

As of March 15, 2022, there were approximately 112 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee or “street name”.

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

(d) Equity Compensation Plan Information

None.

(e) Recent Sales of Unregistered Securities

None.

ITEM 6. [RESERVED]

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

Background and Overview

Kreido Biofuels, Inc. (“Kreido Biofuels,” “we” or the “Company”) was incorporated on February 7, 2005 under the name Gemwood Productions. On November 2, 2006, we changed our name to Kreido Biofuels, Inc.

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

Selling Shareholder	No. of Common Stock	Purchaser
DOU Chu Ju	554,856	PG MAX & CO, LLC
ZHANG Chao	214,387	CHEN,HSUEH-NI
HEUNG Kin Leung Kenny	55,000	HSIAO, CHUNG-PIN
HEUNG Pak Kuen	55,000	HSIAO, CHUNG-PIN
HEUNG Teui Yee	55,000	HSIAO, YU-CHIAO
KWAN Chin Man	55,000	HSIAO, YU-CHIAO
LEUNG Wong Hung	55,000	HSU, CHENG-HSING
MAK Chit Ming Brian	55,000	HSU, CHENG-HSING
Pang King Sau Nelson	12,000,000	Orient Express & Co., Ltd.

Total	13,099,243

Name	Position
HSIAO, Chung Pin	Chief Executive Officer and Director
HSIAO, Yu-Chiao	Secretary and Director
HSU, Cheng Hsing	Chief Financial Officer and Director

Results of Operations

Following is management’s discussion of the relevant items affecting results of operations for the years ended 2021 and 2020.

Revenues. The Company generated revenues of $-0- during the year ended December 31, 2021, as compared to $-0- for the year ended December 31, 2020.

Operating Expenses. Operating expenses for the year ended December 31, 2021 were $437,966, consisting primarily of professional fees, compared to $11,644 for the year ended December 31, 2020. The increase is mainly the result of stock based compensation in relation to consulting service rendered.

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

Other Income (Expense). The Company had net other income of $43,149 for the year ended December 31, 2021 compared to $-0- during the year ended December 31, 2020. The increase is mainly due to gain from forgiveness of related party debts.

Net Loss. For the year ended December 31, 2021, the Company had a net loss of $394,817, as compared to $11,644 for the year ended December 31, 2020. The increase in net loss was due to the addition of stock based compensation expense.

Liquidity and Capital Resources

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

Going Concern Uncertainties.

We have sustained significant net losses which have resulted in a total stockholders’ deficit as at December 31, 2021 of $755 and are currently experiencing a substantial shortfall in operating capital which raises doubt about our ability to continue as a going concern. Until we successfully consummate an acquisition with an operating company, we expect to continue to incur net losses. Depending upon the financial profile of our acquired company, we may continue in our net loss position even after the acquisition of an operating company. With the expected cash requirements for the coming months, without additional cash inflows from an increase in revenues combined with continued cost-cutting or a receipt of cash from capital investment, there is substantial doubt as to the Company’s ability to continue operations.

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

Net Cash Used in Operating Activities.

For the year ended December 31, 2021, net cash used in operating activities was $51,000, which consisted primarily of a net loss of $394,817, $42,174 gain from the forgiveness of debts and a decrease in account payable of $26,509, offsetting by stock based compensation expense of $412,500.

For the year ended December 31, 2020, net cash used in operating activities was $-0-, which consisted primarily of a net loss of $11,644, and increase in account payable of $10,535, and an increase in related party payables of $1,109.

Net Cash Used In/Provided By Investing Activities.

There was no net cash used in or provided by investing activities during the year ended December 31, 2021 and 2020.

Net Cash Provided By Financing Activities.

For the year ended December 31, 2021, net cash provided by financing activities was $51,000, from the issuance of promissory note.

For the year ended December 31, 2020, net cash provided by financing activities was $-0-.

Off-Balance Sheet Arrangements

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

Critical accounting policies

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

Recent accounting pronouncements

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

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Kreido Biofuels Inc

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Kreido Biofuels Inc. (the "Company") as of December 31, 2021, and 2020 the related statements of operations, changes in shareholders' equity and cash flows, for each of the two years in the period ended December 31, 2021, 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, 2021, and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

Going Concern

The accompanying financial statements have been prepared assuming the company will continue as a going concern as disclosed in Note 3 to the financial statement, the Company has continuously incurred a net loss of $394,817 for the year ended December 31, 2021, and an accumulated deficit of $755 as at December 31, 2021. The continuation of the Company as a going concern through December 31, 2021, is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.

These factors raise substantial doubt about the company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits 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. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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.

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

March [•], 2022.

Lagos Nigeria

We have served as the Company's auditor since September 2020.

PCAOB Number: {5968}

Kreido Biofuels, Inc.

Balance Sheets

	December 31,			December 31,
	2021			2020

ASSETS

CURRENT ASSETS

Cash	$	–		$	–

TOTAL ASSETS		–			–

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts Payable	$	755		$	35,817
Related Party Payable		–			33,621

Total Current Liabilities		755			69,438

Total Liabilities		755			69,438

STOCKHOLDERS' DEFICIT

Preferred stock; 10,000,000 shares authorized, at $0.001 par value, 0 shares issued and outstanding		–			–
Common stock; 300,000,000 shares authorized, at $0.001 par value, 14,706,513 and 1,956,452 shares issued and outstanding, respectively		14,706			1,956
Additional paid-in capital		49,435,627			48,984,877
Accumulated Deficit		(49,451,088	)		(49,056,271	)

Total Stockholders' Deficit		(755	)		(69,438	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	–		$	–

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

Kreido Biofuels, Inc.

Statements of Operations


	For the Years Ended December 31,
	2021			2020

REVENUES	$	–		$	–

EXPENSES
Professional Fees		424,816			5,000
General and administrative		13,150			6,644
Total operating expenses		437,966			11,644

LOSS FROM OPERATIONS		(437,966	)		(11,644	)

OTHER INCOME
Gain on settlement of debt		43,149			–

Total other income		43,149			–

LOSS BEFORE INCOME TAXES		(394,817	)		(11,644	)

PROVISION FOR INCOME TAXES		–			–

NET LOSS	$	(394,817	)	$	(11,644	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.13	)	$	(0.01	)

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		2,966,930			1,956,452

The accompanying notes are an integral part of these financial statements

Kreido Biofuels, Inc.

Statements of Stockholders' Deficit

					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Deficit

Balance, December 31, 2017	$	1,956,452	$	1,956	$	48,963,527	$	(48,972,333	)	$	(6,850	)

Gain on forgiveness of debt		–		–		21,350		–			21,350

Net loss for the year December 31, 2018		–		–		–		(38,958	)		(38,958	)

Balance, December 31, 2018	$	1,956,452	$	1,956	$	48,984,877	$	(49,011,291	)	$	(24,458	)

Net loss for the year December 31, 2019		–		–		–		(33,336	)		(33,336	)

Balance, December 31, 2019	$	1,956,452	$	1,956	$	48,984,877	$	(49,044,627	)	$	(57,794	)

Net loss for the year December 31, 2020		–		–		–		(11,644	)		(11,644	)

Balance, December 31, 2020	$	1,956,452	$	14,706	$	48,984,877	$	(49,056,271	)	$	(69,438	)

Fractional shares		61		–		–		–			–
Shares issued for service rendered		750,000		750		411,750		–			412,500
Shares issued for the conversion of promissory note		12,000,000		12,000		39,000		–			51,000
Net loss for the year December 31, 2021		–		–		–		(394,817	)		(394,817	)

Balance, December 31, 2021	$	14,706,513	$	14,706	$	49,435,627	$	(49,451,088	)	$	(755	)

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

Kreido Biofuels, Inc.

Statements of Cash Flows


	For the Years Ended December 31,
	2021			2020

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(394,817	)	$	(11,644	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		412,500			–
Gain from the forgiveness of debt		(42,174	)		–
Changes in operating assets and liabilities:
Change in accounts payable related party		–			1,109
Change in accounts payable		(26,509	)		10,535

Net Cash Used in Operating Activities		(51,000	)		–

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from promissory note		51,000			–

Net Cash Provided by Financing Activities		51,000			–
Net cash provided by investing activities		–			–
NET INCREASE IN CASH		–			–

CASH AT BEGINNING OF YEAR		–			–

CASH AT END OF YEAR	$	–		$	–

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	–		$	–
Income Taxes	$	–		$	–

NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock issued for debt	$	51,000		$	–

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

Kreido Biofuels, Inc.

Notes to financial statements

For the year ended December 31, 2021

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

Nature of Business

Kreido Biofuels, Inc. (the “Company” or “KRBF”) was incorporated as Gemwood Productions, Inc. under the laws of the State of Nevada on February 7, 2005. Gemwood Productions, Inc. changed its name to Kreido Biofuels, Inc. on November 2, 2006. The Company took its current form on January 12, 2007 when Kreido Laboratories, Inc. (“Kreido Labs”), completed a reverse triangular merger with Kreido Biofuels, Inc.

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

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

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

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

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

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Accounting Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America 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.

Fair Value of Financial Instruments

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

Loss per Common Share

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

Stock-based compensation

The Company recognizes compensation expense for all stock-based compensation awards based on the grant-date fair value estimated in accordance with the provisions of ASC 718.

Income Taxes

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2021 [there were no deferred taxes as there was a full valuation allowance due to the uncertainty of the realization of net operating loss carry forward prior to expiration.]

Fair Value of Financial Instruments

The Company follows guidance for accounting for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

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

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

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

Recent Accounting Pronouncements

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

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

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

NOTE 3 - GOING CONCERN

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

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

NOTE 4 – STOCKHOLDERS’ EQUITY

Common Stock

The Company’s Articles of Incorporation authorize the issuance of up to 300,000,000 common shares, par value $0.001 per share, and 10,000,000 preferred shares, also $0.001 par value. There were 14,706,513 and 1,956,452 shares of common stock outstanding at December 31, 2021 and 2020, respectively. There were no preferred shares outstanding during any periods presented.

During the year ended December 31, 2021, a related party forgave an outstanding balance of $33,621 and the forgiveness of related party debt was recorded in additional paid-in capital.

On October 15, 2021, the Company issued 750,000 shares of its common stock to a third party for services rendered, at the current market value of $0.55 per share, totaling $412,500 as stock-based compensation recorded for the year ended December 31, 2021.

In September 2021, the Company received a promissory note of $51,000 in a term of 3 months with interest charge at 12% per annum. In December 2021, upon the maturity, the Company converted the promissory note of $12,000 into 12,000,000 shares of its common stock and the corresponding outstanding balance and interest charge was waived by the note holder.

There were 14,706,513 and 1,956,452 shares of common stock outstanding at December 31, 2021 and 2020, respectively. There were no preferred shares outstanding during any years presented.

NOTE 5 – INCOME TAXES

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

We have remeasured our U.S. deferred tax assets at a statutory income tax rate of 21%. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118, no later than 2020.

The cumulative tax effect at the expected rate of 21% as of December 31, 2021 and 2020 of significant items comprising our net deferred tax amount is as follows:

Schedule of deferred tax assets	2021			2020
Net operating loss carryover	$	49,451,088		$	49,056,271
Deferred tax asset		10,384,728			10,301,817
Impact of rate changes
Less: valuation allowance		(10,384,728	)		(10,301,817	)
Net deferred tax asset	$	–		$	–

At December 31, 2021, the Company had net operating loss carry forwards of approximately $49,451,088 that may be offset against future taxable income. The Tax Act also changed the rules on net operating loss carry forwards. The 20-year limitation was eliminated, giving the taxpayer the ability to carry forward losses indefinitely. However, NOL carry forward arising after January 1, 2020, will now be limited to 80 percent of taxable income.

No tax benefit has been reported in the December 31, 2021, the Company’s financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. A change in ownership may limit net operating loss carry forwards in future years. The benefits of our deferred tax assets, including our NOLs, built-in losses and tax credits would be reduced or potentially eliminated if we experienced an “ownership change” under Section 382.

Based on our analysis performed as of December 31, 2021, the Company has experienced an ownership change as defined by Section 382, and, therefore, the NOLs, built-in losses and tax credits we have generated should be subject to a Section 382 limitation as of this reporting date.

NOTE 6 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2021, a related party forgave an outstanding balance of $33,621 and the forgiveness of related party debt was recorded in additional paid-in capital. As of December 31, 2020, the Company had a zero balance of related party payable.

During the year ended December 31, 2021, the Company has been provided with free office space by its shareholders. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

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

NOTE 7 – COMMITMENTS AND CONTINGENCIES

As of December 31, 2021, the Company has no material commitments or contingencies.

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from December 31, 2021, through the date the financial statements were issued and there have been no subsequent events for which disclosure is required.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Management’s Evaluation on Disclosure Controls and Procedures

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

As of December 31, 2021, we carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report. Our board of directors has only one member. We do not have a formal audit committee.

Management’s Annual Report on Internal Control Over Financial Reporting

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

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

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

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

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

Management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control Over Financial Reporting – Guidance for Smaller Public Companies. Based on our assessment and those criteria, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter ended December 31, 2021, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Set forth below is the name and age of each of our directors and executive officers as of December 31, 2021, together with all positions and offices held by them, the term of office and the period during which they have served. All directors hold office for one year or until their successors are elected or appointed at the next annual meeting of our shareholders. Our officers are appointed by our board of directors and hold office until their resignation or removal from office. The names, ages and positions of our directors and executive officers as of December 31, 2021, are as follows-

NAME	AGE	POSITION
HSIAO, Chung Pin	34	Chief Executive Officer and Director
HSIAO, Yu-Chiao	41	Secretary and Director
HSU, Cheng Hsing	54	Chief Financial Officer and Director

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

Mr. Chung Pin Hsiao joined us as our Chief Executive Officer and a director on December 20, 2021. Mr. Hsiao has served as Chief Executive Officer of Sky Cosmos Limited since 2011, the Chief Executive Officer of Namg-Hong Technology Co., Ltd. since April 2011, the Chief Executive Officer of Chinlax International Co., Ltd since April 2015, the Chief Executive Officer of Oriental Green Energy Technology Inc. since August 2012, the Chief Executive Officer of Hengding Biotechnology Co., Ltd. and the Chief Executive Officer of Yuan Yun Food Co., Ltd. since November 2014. Mr. Hsiao brings to the Board his expertise in leading and operating technology companies. Mr. Hsiao received his college degree in 2007 from The Wycliffian Society.

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

Ms. Yu Chiao Hsiao joined the Company as our Secretary and Director on December 20, 2021. She has served as the Chief Executive Officer of Eternalcare Business Ltd., Taiwan, since 2020 and Suzhou Greatsun Electronics & Communication Co., Ltd., China since 2016. She has also served on the board of directors of each of Ever Development Investment Co., Ltd., Taiwan and Ta Hsin Company Limited, Hong Kong since 2017. From 2015 to present, Ms. Hsiao has been the Director and Vice General Manager of Nam Liong Global Corp., Taiwan , a Supervisor of the Board of Great Legend Agriculture Development (HK) Ltd., Hong Kong and a Director of the Board of Elementech International Co., Ltd. Between 2010 and 2011, Ms. Hsiao was the Chief Operating Officer of Dongguan Xutai Sports Bag Manufactures Co., Ltd, China. From 2008 to 2009, Ms. Hsiao was the Sales Director of Dongguan Proprene Sporting Goods Co., Ltd., China. She received her Bachelor’s Degree in Business Administration from Pacific Lutheran University in 2004. Ms. Hsiao brings to our board her deep experience in international operations in the Asia region.

Family Relationships

Involvement in Certain Legal Proceedings

Involvement in Certain Legal Proceedings

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

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

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

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

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

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

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

Board Committees and Audit Committee Financial Expert

As of the date of this Report, our board of directors comprises 3 directors: Mr. Chung Pin Hsiao, Mr. Cheng Hsing Hsu, and Ms. Yu Chiao Hsiao, none of whom are independent. We do not currently have a standing audit, nominating or compensation committee of the board of directors, or any committee performing similar functions. Our board of directors performs the functions of audit, nominating and compensation committees. As of the date of this report, no member of our board of directors qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. We hope to attract a director who qualifies as an “audit committee financial expert” as our business operations mature.

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

There have not been any material changes to the procedures by which security holders may recommend nominees to the registrant's board of directors since December 31, 2020.

Code of Ethics

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

ITEM 11. EXECUTIVE COMPENSATION

Compensation Philosophy and Objectives

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

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

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

Process for Setting Executive Compensation

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

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

Our Compensation Peer Group

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

Program Components

Our executive compensation program consists of the following elements:

Base Salary

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

Discretionary Bonus

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

Summary Compensation Table

The following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended December 31, 2021 and 2020, to (i) our Chief Executive Officer (principal executive officer), (ii) our Chief Financial Officer (principal financial officer), (iii) our three most highly compensated executive officers other than the principal executive officer and the principal financial officer who were serving as executive officers on December 31, 2021, whose total compensation was in excess of $100,000, and (iv) up to two additional individuals who would have been within the two-other-most-highly compensated but were not serving as executive officers on December 31, 2021.

SUMMARY COMPENSATION TABLE

Name and Principal Position

Fiscal Year

Salary ($)

Bonus

Options Awards

All Other Compensation

Total ($)

Chung Pin HSIAO (1)

2021

2020

Cheng Hsing HSU (2)

2021

2020

Wai Lim WONG (3)

2021

2020

Davy Kwok Wai CHAN (3)

2021

2020

(1)

Mr. Hsiao was appointed to serve as the Chief Executive Officer and Director on December 20, 2021.

(2)

Mr. Hsu was appointed to serve as the Chief financial Officer and Director on December 20, 2021.

(3)

Mr. Wong resigned from his positions with the Company on September 7, 2021. Concurrently therewith, Mr. Chan was appointed to serve as the Chief Executive Officer, Chief Financial Officer, Secretary and Director.

Narrative disclosure to Summary Compensation

None of our officers or directors received compensation for services in his capacity as an officer or director of the Company.

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

Equity Awards

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

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

	·	any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined;
	·	any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;
	·	any option or equity grant;
	·	any non-equity incentive plan award made to a named executive officer;
	·	any nonqualified deferred compensation plans including nonqualified defined contribution plans; or
	·	any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

Compensation of Directors

During our fiscal year ended December 31, 2021, we did not provide compensation to any of our employee directors for serving as our director. We currently have no formal plan for compensating our directors for their services in their capacity as directors, although we may elect to issue stock options to such persons from time to time. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

Compensation Risk Management

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

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

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

Compensation Committee Interlocks and Insider Participation

We have not yet established a Compensation Committee. Our Board of Directors performs the functions that would be performed by a compensation committee. During the fiscal year ended December 31, 2021, none of our executive officers has served: (i) on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our board of directors; (ii) as a director of another entity, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the registrant; or (iii) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of the company.

Compensation Committee Report

Our board of directors has reviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with management, the board of directors recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2021. The material in this report is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Report on Form 10-K and irrespective of any general incorporation language in such filing.

Submitted by the board of directors:

Chung Pin HSIAO

Yu Chiao HSIAO

Cheng Hsing HSU

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

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of March 15, 2022, by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

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

Name and Address of Beneficial Owner ⁽¹⁾	Number of Common Shares	Percentage of Class
HSIAO, Chung Pin, CEO and Director	110,000	0.747%
HSIAO, Yu Chiao, Secretary and Director	110,000	0.747%
HSU, Cheng Hsing, Chief Financial Officer and Director	110,000	0.747%
All executive officers and directors as a Group (3 persons)	330,000	2.24%

5% or Greater Stockholders:
Orient Express & Co., Ltd.	12,000,000	81.60%

(1)

Applicable percentage ownership is based on 14,706,513 shares of common stock outstanding as of March 15, 2022, together with securities exercisable or convertible into shares of common stock within 60 days of March 15, 2022. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of March 15, 2022, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Other than as disclosed below, there are no transactions during our two most recent fiscal years ended December 31, 2021, and December 31, 2021, or any currently proposed transaction, in which our Company was or to be a participant and the amount exceeds the lesser of $120,000 or one percent of the average of our Company’s total assets at year end for our last two completed years, and in which any of our directors, officers or principal stockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material interest.

During the year ended December 31, 2021, our former director, Wai Lim Wong forgave an outstanding balance of $33,621 and the forgiveness of related party debt was recorded in additional paid-in capital. As of December 31, 2020, we had a zero balance of related party payable.

During the year ended December 31, 2021, Cheng Hsing HSU, our Chief Financial Officer, Director and shareholder provided us with free office space. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

Director Independence

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Olayinka Oyebola & Co. (“Olayinka”) audited our financial statements for the fiscal years ended December 31, 2021 and 2020.

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

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

Fee Category	Fiscal year ended December 31, 2021	Fiscal year ended December 31, 2020

Audit fees ⁽¹⁾	$4,000	$3,000
Audit-related fees ⁽²⁾	0	0
Tax fees ⁽³⁾	0	0
All other fees ⁽⁴⁾	0	0
Total fees	$4,000	$3,000

	(1)	Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.
	(2)	Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit fees.”
	(3)	Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.
	(4)	All other fees consist of fees billed for all other services.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

(1)

Financial Statements

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

(2)	Financial Statement Schedules

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

(3)

Exhibits

Exhibit No.		Description

3.1		Certificate of Incorporation*
3.2		Amended and Restated Bylaws (1)
4.1		Form of Common Stock Certificate*
4.2		Description of Securities*
24		Power of Attorney*
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer
32.1		Rule 1350 Certification of Principal Executive Officer
32.2		Rule 1350 Certification of Principal Financial Officer

101.INS⁽²⁾		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH⁽²⁾		Inline XBRL Taxonomy Extension Schema Document
101.CAL⁽²⁾		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF⁽²⁾		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB⁽²⁾		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE⁽²⁾		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104⁽²⁾		Cover Page Interactive Data File (embedded within the Inline XBRL document)

_________________

	*	Filed herewith.
	(1)	Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on April 4, 2007 (File No. 333-130606).
	(2)	XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act is deemed not filed for purposes of Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.

ITEM 16. FORM 10-K SUMMARY.

None.

SIGNATURES

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

March 18, 2022	KREIDO BIOFUELS, INC.


	By:	/s/ Chung Pin HSIAO
		Chung Pin HSIAO
		Chief Executive Officer and Director

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

Signature	Title	Date

/s/ Chung Pin HSIAO	Chief Executive Officer and Director
Chung Pin HSIAO	(Principal Executive Officer)	March 18, 2022


/s/ Yu-Chiao HSIAO* Yu-Chiao HSIAO	Secretary and Director	March 18, 2022

/s/ Cheng Hsing HSU* Cheng Hsing HSU	Chief Financial Officer and Director (Principal Financial Officer)	March 18, 2022

Representing all of the members of the Board of Directors.


* By	/s/ Chung Pin HSIAO
	Chung Pin HSIAO
	Attorney-in-Fact**

* By authority of the power of attorney filed herewith

Exhibit 3.1

Exhibit 4.1

Exhibit 4.2

DESCRIPTION OF SECURITIES

The following is a description of the material provisions of our capital stock, as well as other material terms of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws. We refer you to our Amended and Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws, copies of which have been filed as exhibits to this report.

Common Stock

We are authorized, subject to limitations prescribed by Nevada law, to issue up to 300,000,000 shares of common stock with a nominal par value of $0.001.

Dividend Rights

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine.

Voting Rights

Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Under our articles of incorporation, stockholders do not have the right to cumulate votes for the election of directors.

No Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.

Right to Receive Liquidation Distributions

Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Preferred Stock

We are authorized to issue up to 10,000,000 shares of preferred stock with a nominal par value of $0.001. We may amend our Amended Articles of Incorporation in the future to allow our board of directors to authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the market price of our common stock and the voting and other rights of the holders of common stock. We have no current plan to issue any shares of preferred stock.

Anti-takeover Provisions

Some of the provisions of Nevada law, our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company or removing our incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection against an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals. Among other things, negotiation of such proposals could result in an improvement of their terms.

Our Amended Articles of Incorporation or Amended and Restated Bylaws provide that:

Board of Directors Vacancies. Our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws authorize only our board of directors to fill vacant directorships, including newly created seats (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected). In addition, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.

Director Removals. Our Amended and Restated Bylaws provide that directors can be removed with or without cause by holders holding in the aggregate at least two-thirds (2/3) of the outstanding shares of the Corporation and may be removed for cause by the Board. This makes it more difficult to change the composition of the Board.

Stockholder Action; Special Meeting of Stockholders. Our bylaws provide that special meetings of our stockholders may be called by the President or the Secretary at the written request holders or more than fifty percent (50%) of the shares entitled to vote at a meeting of stockholders, a majority of our board of directors, or the President.

No Cumulative Voting. Our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws do not provide for cumulative voting.

Issuance of “Blank Check” Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of “blank check” preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or otherwise;

	·	Bylaws Amendments Without Stockholder Approval. Our Amended and Restated Bylaws provide that a majority of the authorized number of directors will generally have the power to adopt, amend or repeal our bylaws without stockholder approval;

	·	Broad Indemnity. We are permitted to indemnify directors and officers against losses that they may incur in investigations and legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures. This provision may make it more difficult to remove directors and officers and delay a change in control of our management.

These provisions of our Amended Articles of Incorporation and Bylaws may have the effect of delaying, deferring or discouraging another person or entity from acquiring control of us.

The amendment to our Articles of Incorporation to elect not to be governed by the Interested Shareholder Combination Statutes will not have any immediate effect on the rights of existing stockholders. To the extent that we qualify as a resident domestic corporation in the future, the Board will be able to enter into acquisitions and combinations with entities affiliated with its executive officer, directors and control shareholders with greater ease, including without limitation, without the requirement of obtaining the approval of the stockholders in certain instances.

Anti-Takeover Provisions of the NRS

NRS Sections 78.411 to 78.444 inclusive apply to combinations between resident domestic corporations (defined as a Nevada domestic corporation that has 200 or more stockholders of record) and certain affiliated stockholders (collectively, the “Interested Shareholder Combination Statutes”). The Nevada Interested Shareholder Combination Statutes generally prohibit a Nevada corporation, with shares registered under section 12 of the Exchange Act and with 200 or more stockholders of record, from engaging in a combination (defined in the statute to include a variety of transactions, including mergers, asset sales, issuance of stock and other actions resulting in a financial benefit to the Interested Stockholder) with an Interested Stockholder (defined in the statute generally as a person that is the beneficial owner of 10% or more of the voting power of the outstanding voting shares), for a period of three years following the date that such person became an Interested Stockholder unless the board of directors of the corporation first approved either the combination or the transaction that resulted in the stockholder's becoming an Interested Stockholder. If this approval is not obtained, the combination may be consummated after the three year period expires if either (a) (1) the board of directors of the corporation approved the combination or the purchase of the shares by the Interested Stockholder before the date that the person became an Interested Stockholder, (2) the transaction by which the person became an Interested Stockholder was approved by the board of directors of the corporation before the person became an interested stockholder, or (3) the combination is approved by the affirmative vote of holders of a majority of voting power not beneficially owned by the Interested Stockholder at a meeting called no earlier than three years after the date the Interested Stockholder became such; or (b) the aggregate amount of cash and the market value of consideration other than cash to be received by all holders of common stock and holders of any other class or series of shares not beneficially owned by an Interested Stockholder meets the minimum requirements set forth in NRS Sections 78.441 through 78.444.

A Nevada corporation may adopt an amendment to its articles of incorporation expressly electing not to be governed by these provisions of the NRS, if such amendment is approved by the affirmative vote of a majority of the disinterested shares entitled to vote; provided, however, such vote by disinterested stockholders is not required to the extent the Nevada corporation is not subject to such provisions. Such an amendment to the articles of incorporation does not become effective until 18 months after the vote of the disinterested stockholders and does not apply to any combination with an Interested Stockholder whose date of acquiring shares is on or before the effective date of the amendment. We intend to amend our Articles of Incorporation to elect NOT to be governed by NRS Sections 78.411 to 78.444 inclusive.

Sections 78.378-78.3793 of the NRS also limits the acquisition of a controlling interest in a Nevada corporation with 200 or more stockholders of record, at least 100 of who have Nevada addresses appearing on the stock ledger of the corporation, and that does business in Nevada directly or through an affiliated corporation. According to the NRS, an acquiring person who acquires a controlling interest in an issuing corporation may not exercise voting rights on any control shares unless such voting rights are conferred by a majority vote of the disinterested stockholders of the issuing corporation at a special or annual meeting of the stockholders. In the event that the control shares are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all the voting power, any stockholder, other than the acquiring person, who does not vote in favor of authorizing voting rights for the control shares is entitled to demand payment for the fair value of such person's shares.

Under the NRS, a controlling interest means the ownership of outstanding voting shares of an issuing corporation sufficient to enable the acquiring person, individually or in association with others, directly or indirectly, to exercise (1) one-fifth or more but less than one-third, (2) one-third or more but less than a majority, or (3) a majority or more of the voting power of the issuing corporation in the election of directors. Outstanding voting shares of an issuing corporation that an acquiring person acquires or offers to acquire in an acquisition and acquires within 90 days immediately preceding the date when the acquiring person became an acquiring person are referred to as control shares.

The control share provisions of the NRS do not apply if the corporation opts-out of such provisions in the articles of incorporation or bylaws of the corporation in effect on the tenth day following the acquisition of a controlling interest by an acquiring person. We intend to amend our Articles of Incorporation to elect NOT to be governed by NRS Sections 78.378-78.3793 inclusive.

Options

As of the date of this Report, we had no outstanding options to purchase shares of our common stock.

Transfer Agent and Registrar

Our transfer agent Transfer Online located 512 SE Salmon Street Portland, OR 97214-3444 2nd Floor, telephone number (503-227-2950.

Exhibit 24

POWER OF ATTORNEY

The undersigned directors and officers of Kreido Biofuels, Inc., a Nevada corporation (the “Company”), hereby constitute and appoint Chung Pin HSIAO with full power to act, as the undersigned’s true and lawful attorney-in-fact, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead in the undersigned’s capacity as an officer and/or director of the Company, to execute in the name and on behalf of the undersigned an annual report of the Company on Form 10-K for the fiscal year ended December 31, 2021 (the “Report”), under the Securities Exchange Act of 1934, as amended, and to file such Report, with exhibits thereto and other documents in connection therewith and any and all amendments thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done and to take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

IN WITNESS WHEREOF, we have hereunto set our hands this 18th day of March, 2022.

Signature			Title

/s/ Chung Pin HSIAO			Chief Executive Officer and Director
Chung Pin HSIAO			(Principal Executive Officer)


/s/ Yu-Chiao HSIAO* Yu-Chiao HSIAO			Secretary and Director

/s/ Cheng Hsing HSU* Cheng Hsing HSU			Chief Financial Officer and Director (Principal Financial Officer)

* By authority of the power of attorney filed herewith

Exhibit 31.1

Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Chung Pin HSIAO, certify that:

1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2021, of KREIDO BIOFUELS, INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 18, 2022

	By: /s/ Chung Pin HSIAO
	Chung Pin HSIAO
	Principal Executive Officer

Exhibit 31.2

Certification of Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Cheng Hsing HSU, certify that:

1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2021, of KREIDO BIOFUELS, INC.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 18, 2022

	By: /s/ Cheng Hsing HSU
	Cheng Hsing HSU
	Principal Financial Officer

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Chung Pin HSIAO, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the annual report on Form 10-K for the year ended December 31, 2021, of KREIDO BIOFUELS, INC. fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of KREIDO BIOFUELS, INC.

Date: March 18, 2022

By: /s/ Chung Pin HSIAO
Chung Pin HSIAO
Chief Executive Officer

Exhibit 32.1

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Cheng Hsing HSU, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the annual report on Form 10-K for the year ended December 31, 2021, of KREIDO BIOFUELS, INC. fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of KREIDO BIOFUELS, INC.

Date: March 18, 2022

By: /s/ Cheng Hsing HSU
Cheng Hsing HSU
Chief Financial Officer