10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

or

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

For the transition period from            To           

Commission File Number 000-56362

EVER HARVEST INTERNATIONAL GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada	30-1282601
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Suite F, 16/F, Cameron Plaza 23 Cameron Road Tsim Sha Tsui, Hong Kong
(Address of principal executive offices)	(Zip Code)

+852 2732 0018

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES   ☒ NO

The number of shares outstanding of the registrant’s common stock, par value $.001 per share, as of November 14, 2022, was 296,748,183.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	9
Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 (Audited)	9
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021	10
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2022 and 2021	11
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021	12
Notes to Unaudited Condensed Consolidated Financial Statements	13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	28
PART II - OTHER INFORMATION	29
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3. Defaults Upon Senior Securities	30
Item 4. Mine Safety Disclosures	30
Item 5. Other Information	30
Item 6. Exhibits	30
SIGNATURES	31

2

INTRODUCTORY COMMENTS

We are not a Hong Kong operating company but a Nevada holding company with operations conducted through our wholly owned subsidiary based in Hong Kong. Our investors hold shares of common stock in Ever Harvest International Group Inc., the Nevada holding company. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiary and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Our ability to obtain contributions from our subsidiary are significantly affected by regulations promulgated by Hong Kong and PRC authorities. Any change in the interpretation of existing rules and regulations or the promulgation of new rules and regulations may materially affect our operations and or the value of our securities, including causing the value of our securities to significantly decline or become worthless. For a detailed description of the risks facing the Company associated with our structure, please refer to “Risk Factors – Risk Relating to Doing Business in Hong Kong” set forth in the Amendment No. 4 to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on March 24, 2022 (the “Form 10”).

Ever Harvest International Group, Inc. and its Hong Kong subsidiaries are not required to obtain permission from the Chinese authorities including the China Securities Regulatory Commission, or CSRC, or Cybersecurity Administration Committee, or CAC, to operate or to issue securities to foreign investors. However, in light of the recent statements and regulatory actions by the PRC government, such as those related to Hong Kong’s national security, the promulgation of regulations prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we may be subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that the PRC government could disallow our holding company structure, which may result in a material change in our operations, including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments, and offer or continue to offer securities to our investors. These adverse actions could value the value of our common stock to significantly decline or become worthless. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese Securities Regulatory Commission, if we fail to comply with such rules and regulations, which could adversely affect the ability of the Company’s securities to continue to trade on the Over-the-Counter Bulletin Board, which may cause the value of our securities to significantly decline or become worthless.

There may be prominent risks associated with our operations being in Hong Kong. For example, as a U.S.-listed Hong Kong public company, we may face heightened scrutiny, criticism and negative publicity, which could result in a material change in our operations and the value of our common stock. It could also significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Additionally, changes in Chinese internal regulatory mandates, such as the M&A rules, Anti-Monopoly Law, and the soon to be effective Data Security Law, may target the Company's corporate structure and impact our ability to conduct business in Hong Kong, accept foreign investments, or list on an U.S. or other foreign exchange. For a detailed description of the risks facing the Company and the offering associated with our operations in Hong Kong, please refer to “Risk Factors – Risk Factors Relating to Doing Business in Hong Kong” set forth in the Form 10.

We intend to expand our operations into China and other Asia markets as opportunities permit. Upon our expansion into China, we will become directly subject to all PRC laws and all risks described herein relating to the PRC will increase.

In addition to the foregoing risks, we face various legal and operational risks and uncertainties arising from doing business in Hong Kong as summarized below and in “Risk Factors – Risk Factors Relating to Doing Business in Hong Kong” set forth in the Form 10.

· Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China and Hong Kong, which could materially and adversely affect our business. Please see “Risk Factors – We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the Hong Kong and the profitability of such business.” and “Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.” set forth in the Form 10.

3

· We are a holding company with operations conducted through our wholly owned subsidiary based in Hong Kong. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiary and will be dependent upon contributions from our subsidiary to finance our cash flow needs. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct business. We do not anticipate paying dividends in the foreseeable future; you should not buy our stock if you expect dividends. Please see “Risk Factors – Because our holding company structure creates restrictions on the payment of dividends, our ability to pay dividends is limited.” set forth in the Form 10.

· There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. We rely on dividends from our Hong Kong subsidiary for our cash and financing requirements, such as the funds necessary to service any debt we may incur. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Please see “Risk Factors Our Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock.” set forth in the Form 10.

· PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our operating subsidiaries in Hong Kong. Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations. Please see “Risk Factors – PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.” set forth in the Form 10.

· In light of China’s extension of its authority into Hong Kong, the Chinese government can change Hong Kong’s rules and regulations at any time with little to no advance notice, and can intervene and influence our operations and business activities in Hong Kong. We are currently not required to obtain approval from Chinese authorities (including the CSRC and the CAC) to operate or to list on U.S. exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers over time and if our subsidiary or the holding company were required to obtain approvals in the future, or we erroneously conclude that that approvals were not required, or were denied permission from Chinese authorities to list on U.S. exchanges, our operations may materially change, our ability to offer or continue to offer securities to our investors or to continue listing on a U.S. exchange may be adversely affected, and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors. There is a risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers, which could result in a material change in our operations and/or the value of our securities. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers would likely significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Please see “Risk Factors – We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the Hong Kong and the profitability of such business.” and “Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in Hong Kong and accordingly on the results of our operations and financial condition.” and “The PRC government has significant oversight and discretion over the conduct of a Hong Kong company’s business operations or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, and may intervene with or influence our operations , may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless, as the government deems appropriate to further regulatory, political and societal goals.” set forth in the Form 10.

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

4

· We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers. Please see “Risk Factors – The PRC government has significant oversight and discretion over the conduct of a Hong Kong company’s business operations or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, and may intervene with or influence our operations , may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless, as the government deems appropriate to further regulatory, political and societal goals.” set forth in the Form 10.

· Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders. Please see “Risk Factors – Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.” set forth in the Form 10.

· Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident Shareholders to personal liability, may limit our ability to acquire Hong Kong and PRC companies or to inject capital into our Hong Kong subsidiary, may limit the ability of our Hong Kong subsidiaries to distribute profits to us or may otherwise materially and adversely affect us.

· The recent joint statement by the SEC and PCAOB, and the Holding Foreign Companies Accountable Act (HFCAA) all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering. Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely our auditor, and that as a result an exchange may determine to delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act which would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two thus reducing the time before our securities may be prohibited from trading or being delisted. On December 2, 2021, the U.S. Securities and Exchange Commission adopted rules to implement the HFCAA. Pursuant to the HFCAA, the Public Company Accounting Oversight Board (PCAOB) issued its report notifying the Commission that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong due to positions taken by authorities in mainland China and Hong Kong. Our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the event the Malaysian authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change our auditor to avoid having our securities delisted. Please see “Risk Factors – The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public accounting firm within three years. This three year period will be shortened to two years if the Accelerating Holding Foreign Companies Accountable Act is enacted. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US.” set forth in the Form 10.

· You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of shares of our common stock. Please see “Risk Factors – Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.” set forth in the Form 10.

· We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. Please see “Risk Factors – We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.” set forth in the Form 10.

· We are organized under the laws of the State of Nevada as a holding company that conducts its business through a number of subsidiaries organized under the laws of foreign jurisdictions such as Hong Kong and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, bring actions in Hong Kong against us or our management or to effect service of process on the officers and directors managing the foreign subsidiaries. Please see “Risk Factors – It may be difficult for stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise available to our stockholders.” set forth in the Form 10.

5

· U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China.

· There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits. Please see “Risk Factors – Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.” set forth in the Form 10.

References in this registration statement to the “Company,” “TLGN,” “we,” “us” and “our” refer to Ever Harvest International Group Inc, a Nevada company and all of its subsidiaries on a consolidated basis. Where reference to a specific entity is required, the name of such specific entity will be referenced.

Transfers of Cash to and from Our Subsidiaries

Ever Harvest International Group Inc. is a Nevada holding company with no operations of its own. We conduct our operations in Hong Kong primarily through our subsidiary in Hong Kong. We may rely on dividends to be paid by our Hong Kong subsidiary to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. If our Hong Kong subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. To date, our subsidiaries have not made any transfers, dividends or distributions to Ever Harvest International Group, Inc. and Ever Harvest International Group, Inc. has not made any transfers, dividends or distributions to our subsidiaries.

Ever Harvest International Group, Inc. is permitted under the Nevada laws to provide funding to our subsidiaries in Hong Kong through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. Our Hong Kong is also permitted under the laws of Hong Kong to provide funding to Ever Harvest International Group, Inc. through dividend distribution without restrictions on the amount of the funds. As of the date of this prospectus, there has been no dividends or distributions among the holding company or the subsidiaries nor do we expect such dividends or distributions to occur in the foreseeable future among the holding company and its subsidiaries.

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

Subject to the Nevada Revised Statutes and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further Nevada statutory restriction on the amount of funds which may be distributed by us by dividend.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. The laws and regulations of the Hong Kong do not currently have any material impact on transfer of cash from Ever Harvest International Group Inc. to our Hong Kong subsidiaries or from our Hong Kong subsidiaries to Ever Harvest International Group Inc. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S investors.

6

Current PRC regulations permit PRC subsidiaries to pay dividends to Hong Kong subsidiaries only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As of the date of this prospectus, we do not have any PRC subsidiaries.

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues from our operations, we may be unable to pay dividends on our common stock.

Cash dividends, if any, on our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%.

In order for us to pay dividends to our shareholders, we will rely on payments made from our Hong Kong subsidiary to Ever Harvest International Group, Inc. If in the future we have PRC subsidiaries, certain payments from such PRC subsidiaries to Hong Kong subsidiaries will be subject to PRC taxes, including business taxes and VAT. As of the date of this prospectus, we do not have any PRC subsidiaries and our Hong Kong subsidiary has not made any transfers or distributions.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by a PRC subsidiary to its immediate holding company. As of the date of this prospectus, we do not have a PRC subsidiary. In the event that we acquire or form a PRC subsidiary in the future and such PRC subsidiary desires to declare and pay dividends to our Hong Kong subsidiary, our Hong Kong subsidiary will be required to apply for the tax resident certificate from the relevant Hong Kong tax authority. In such event, we plan to inform the investors through SEC filings, such as a current report on Form 8-K, prior to such actions. See “Risk Factors – Risk Factors Relating to Doing Business in Hong Kong.” set forth in the Form 10.

7

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company’s financial condition or results of operations for its limited history; (ii) the Company’s business and growth strategies; and, (iii) the Company’s financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company’s limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to our filings with the SEC under the Exchange Act and the Securities Act of 1933, as amended, including the Risk Factors section of Amendment No. 4 of the Registration Statement on Form 10 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2022.

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

8

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

EVER HARVEST INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

	September 30, 2022			December 31, 2021
	(Unaudited)			(Audited)
ASSETS
Current assets:
Accounts receivable	$	38,218		$	–
Cash and cash equivalents		6			7,504
Total current assets		38,224			7,504
TOTAL ASSETS	$	38,224		$	7,504
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued liabilities and other payables	$	113,991		$	81,473
Total current liabilities		113,991			81,473
TOTAL LIABILITIES		113,991			81,473
Commitments and contingencies		–			–
STOCKHOLDERS’ DEFICIT
Preferred Stock, Series C, par value $0.001, 1 share authorized, no shares issued and outstanding at September 30, 2022 and December 31, 2021		–			–
Preferred Stock, Series E, par value $0.001, 1 share authorized, no shares issued and outstanding at September 30, 2022 and December 31, 2021		–			–
Preferred Stock, Series F, par value $0.001, 1 share authorized, no shares issued and outstanding at September 30, 2022 and December 31, 2021		–			–
Common stock, par value $0.001, 740,000,000 shares authorized, 466,821,783 shares and 296,748,183 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		466,822			296,748
Additional paid-in capital		6,364,398			2,288,255
Deferred compensation		(616,634	)		(299,667	)
Accumulated other comprehensive loss		(1,911	)		(1,866	)
Accumulated deficit		(6,288,442	)		(2,357,439	)
Stockholders’ deficit		(75,767	)		(73,969	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	38,224		$	7,504

See accompanying notes to condensed consolidated financial statements.

9

EVER HARVEST INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

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

(Unaudited)

	Three months ended September 30,						Nine Months ended September 30,
	2022			2021			2022			2021
Revenue, net	$	42,242		$	23,774		$	124,155		$	84,907
Cost of revenue		(18,350	)		(19,283	)		(102,392	)		(59,548	)
Gross profit (loss)		23,892			4,491			21,763			25,359
Operating expenses:
General and administrative expenses		(8,038	)		(4,160	)		(24,096	)		(144,131	)
Stock-based compensation		(3,749,450	)		–			(3,929,250	)		–
Professional fee		–			–			(843	)		(3,775	)
Total operating expenses		(3,757,488	)		(4,160	)		(3,954,189	)		(147,906	)
Other income:
Sundry income		1,020			–			1,423			954
Interest expense		–			(5	)		–			(5	)
Total other income		1,020			(5	)		1,423			949
(LOSS) INCOME BEFORE INCOME TAXES		(3,732,576	)		326			(3,931,003	)		(121,598	)
Income tax expense		–			–			–			–
NET (LOSS) INCOME		(3,732,576	)		326			(3,931,003	)		(121,598	)
Other comprehensive loss:
– Foreign currency adjustment loss		(54	)		(60	)		(45	)		(172	)
COMPREHENSIVE (LOSS) INCOME	$	(3,732,630	)	$	266		$	(3,931,048	)	$	(121,770	)
Net (loss) income per share
– Basic and diluted	$	(0.01	)	$	0.00		$	(0.01	)	$	(0.00	)
Weighted average common shares outstanding
– Basic		322,813,801			220,859,583			322,813,801			220,859,583
– Diluted		322,813,801			220,859,583			322,813,801			220,859,583

See accompanying notes to condensed consolidated financial statements.

10

EVER HARVEST INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

	Nine Months ended September 30,
	2022			2021
Cash flows from operating activities:
Net loss	$	(3,931,003	)	$	(121,598	)
Adjustments to reconcile net loss to net cash used in operating activities
Stock based compensation		3,929,250			–
Change in operating assets and liabilities:
Accounts receivable		(38,218	)		–
Accrued liabilities and other payables		32,518			(11,745	)
Net cash used in operating activities		(7,453	)		(133,343	)
Cash flows from financing activities:
Advance from a director		–			134,647
Net cash provided by financing activities		–			134,647
Foreign currency translation adjustment		(45	)		(172	)
Net change in cash and cash equivalents		(7,453	)		1,132
BEGINNING OF PERIOD		7,504			10
END OF PERIOD	$	6		$	1,142
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	–		$	–
Cash paid for interest	$	–		$	–

See accompanying notes to condensed consolidated financial statements.

11

EVER HARVEST INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

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

(Unaudited)

	Common stock				Additional paid-in		Accumulated other comprehensive			Retained earnings (accumulated			Deferred			Total stockholders’ equity
	No. of shares		Amount		capital		loss			losses)			Compensation			(deficit)
Balance as of January 1, 2021 (restated)		220,859,583	$	220,859	$	–	$	(503	)	$	(120,093	)	$	–		$	100,263
Foreign currency translation adjustment		–		–		–		(400	)		–			–			(400	)
Net income for the period		–		–		–		–			5,631			–			5,631
Balance as of March 31, 2021		220,859,583	$	220,859	$	–	$	(903	)	$	(114,462	)	$	–		$	105,494
Foreign currency translation adjustment		–		–		–		288			–			–			288
Capital injection		–		–		11,597		–						–			11,597
Net loss for the period		–		–		–		–			(127,555	)		–			(127,555	)
Balance as of June 30, 2021		220,859,583	$	220,859	$	11,597	$	(615	)	$	(242,017	)	$	–		$	(10,176	)
Foreign currency translation adjustment		–		–		–		(60	)		–			–			(60	)
Net income for the period		–		–		–		–			326			–			326
Balance as of September 30, 2021		220,859,583	$	220,859	$	11,597	$	(675	)	$	(241,691	)	$	–		$	(9,910	)
Balance as of January 1, 2022		296,748,183	$	296,748		2,288,255		(1,866	)		(2,357,439	)		(299,667	)		(73,969	)
						–
Amortization of deferred compensation		–		–		–		–			–			89,900			89,900
Foreign currency translation adjustment		–		–		–		27			–			–			27
Net loss for the period		–		–		–		–			(105,814	)		–			(105,814	)
Balance as of March 31, 2022		296,748,183	$	296,748	$	2,288,255	$	(1,839	)	$	(2,463,253	)	$	(209,767	)	$	(89,856	)
Amortization of deferred compensation		–		–		–		–			–			89,900			89,900
Foreign currency translation adjustment		–		–		–		(18	)		–			–			(18	)
Net loss for the period		–		–		–		–			(92,613	)		–			(92,613	)
Balance as of June 30, 2022		296,748,183	$	296,748	$	2,288,255	$	(1,857	)	$	(2,555,866	)	$	(119,867	)	$	(92,587	)
Stock-based compensation		170,073,600		170,074		4,076,143		–			–			(586,667	)		3,659,550
Amortization of deferred compensation		–		–		–		–			–			89,900			89,900
Foreign currency translation adjustment		–		–		–		(54	)		–			–			(54	)
Net loss for the period		–		–		–		–			(3,732,576	)		–			(3,732,576	)
Balance as of September 30, 2022		466,821,783	$	466,822	$	6,364,398	$	(1,911	)	$	(6,288,442	)	$	(616,634	)	$	(75,767	)

See accompanying notes to condensed consolidated financial statements.

12

EVER HARVEST INTERNATIONAL GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

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

(Unaudited)

NOTE－1 BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the consolidated balance sheet as of December 31, 2021 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2022 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Amended Annual Report on Form 10-K for the year ended December 31, 2021, as filed on May 20, 2022.

NOTE－2 ORGANIZATION AND BUSINESS BACKGROUND

Ever Harvest International Group Inc. (the “Company”) was incorporated in the State of Nevada on September 6, 2002 under the name Chieflive, Inc. On July 26, 2007, the Company changed its name to Naturally Iowa, Inc. and on September 22, 2010, the Company changed its name to Totally Green, Inc. Further, on October 14, 2022, the Company changed its name to Ever Harvest International Group Inc.

Currently, the Company through its subsidiaries, principally provides and designs the education kids with Ai-technology aids.

Description of subsidiaries 

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of registered/ paid up share capital	Effective interest held
Ever Harvest Capital Group Limited	British Virgin Islands	Investment holding	10,000 ordinary shares at par value of US$1	100%
K I.T. Network Limited	Hong Kong	Provision of information technology services for the education industry	101,364 ordinary shares for HK$2,100,000	100%
Ever Harvest Holdings Group Limited	Hong Kong	Dormant	100 ordinary shares for HK$1	100%
Baymate AI Limited	Hong Kong	Dormant	100 ordinary shares for HK$1	100%

Ever Harvest Holdings Group Limited and its’ subsidiary Baymate AI Limited was incorporated in Hong Kong on July 22, 2021 and July 27, 2021 respectively. All of the shares in Ever Harvest Holdings Group was transferred to Ever Harvest Capital Group Limited on June 9, 2022. The Company and its subsidiaries are hereinafter referred to as (the “Company”).

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NOTE－3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

· Basis of presentation

These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

· Use of estimates and assumptions

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

· Basis of consolidation

The condensed consolidated financial statements include the accounts of TLGN and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

· Cash and cash equivalents

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

· Revenue recognition

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

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

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

· recognize revenue as the performance obligation is satisfied.

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

Revenue is earned from the rendering of IT project services to the customers. The Company recognizes services revenue over the period in which such services are performed under fixed price contracts.

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· Income taxes

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

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

· Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the nine months ended September 30, 2022 and 2021.

· Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations.

The reporting currency of the Company is United States Dollar ("US$") and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

Translation of amounts from HKD into US$ has been made at the following exchange rates for the nine months ended September 30, 2022 and 2021: 

	September 30, 2022		September 30, 2021
Period-end HKD:US$ exchange rate		0.1274		0.1284
Average HKD:US$ exchange rate		0.1277		0.1287

· Comprehensive income

15

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

· Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in the condensed consolidated financial statements. For the nine months ended September 30, 2022 and 2021, the Company operates in one reportable operating segment in Hong Kong.

· Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

· Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

16

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

· Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

· Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

NOTE－4 GOING CONCERN UNCERTAINTIES

The Company’s unaudited condensed consolidated financial statements as of September 30, 2022 been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has suffered from a working capital deficit of $75,767 as of September 30, 2022 and incurred a net loss of $3,931,003 for the nine months ended September 30, 2022.

17

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 and the continued financial support from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

NOTE－5 STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock

The Company’s authorized shares were 10,000,000 shares of preferred stock, with a par value of $0.001.

The Company has designated 1 share of its preferred stock as Series C Preferred Stock.

The Company has designated 1share of its preferred stock as Series E Preferred Stock.

The Company has designated 1 share of its preferred stock as Series F Preferred Stock.

As of September 30, 2022 and December 31, 2021, the Company had 0 and 0 share of Series C Preferred Stock issued and outstanding, respectively.

As of September 30, 2022 and December 31, 2021, the Company had 0 and 0 share of Series E Preferred Stock issued and outstanding, respectively.

As of September 30, 2022 and December 31, 2021, the Company had 0 and 0 share of Series F Preferred Stock issued and outstanding, respectively.

Common stock

The Company’s authorized shares were 740,000,000 shares of common stock, with a par value of $0.001.

In January 2022, the Company issued 75,888,600 shares of its common stock to certain officers and consultants to compensate their services rendered or to be rendered. In August 2022, the Company issued 170,073,600 shares of its common stock to certain officers and consultants to compensate their services rendered or to be rendered. For the nine months ended September 30, 2022, the Company recorded the stock-based compensation of $3,929,250 for the vested service. As of September 30, 2022, the deferred compensation totaled $616,634 and will be amortized as expense over the remaining service period.

As of September 30, 2022 and December 31, 2021, the Company had 466,821,783 and 296,748,183 shares of common stock issued and outstanding, respectively.

NOTE－6 INCOME TAX

The provision for income taxes consisted of the following: 

	Nine Months ended September 30,
	2022		2021
Current tax	$	–	$	–
Deferred tax		–		–
Income tax expense	$	–	$	–

18

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly operates in Hong Kong that is subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

TLGN is registered in the State of Nevada and is subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company.

For the nine months ended September 30, 2022 and 2021, there were no operating incomes.

BVI

Under the current BVI law, the Company is not subject to tax on income.

Hong Kong

The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the nine months ended September 30, 2022 and 2021 is as follows: 

	Nine Months ended September 30,
	2022			2021
Loss before income taxes	$	(22,247	)	$	(121,598	)
Statutory income tax rate		16.5%			16.5%
Income tax expense at statutory rate		(3,671	)		(20,064	)
Net operating loss for valuation allowance		3,671			20,064
Income tax expense	$	–		$	–

The following table sets forth the significant components of the deferred tax assets of the Company as of September 30, 2022 and December 31, 2021: 

	September 30, 2022			December 31, 2021
				(Audited)
Deferred tax assets:
Net operating loss carryforwards – US tax regime (overseas)	$	1,261,288		$	431,105
Net operating loss carryforwards – Hong Kong tax regime (overseas)		48,092			44,421
Less: valuation allowance		(1,309,380	)		(475,526	)
Deferred tax assets, net	$	–		$	–

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NOTE－7 RELATED PARTY TRANSACTIONS

During the three months ended September 30, 2022 and 2021, the Company earned revenues of $42,242 and $23,774 from a related company, which is controlled by a common director, who was the former director of the Company’s subsidiary.

During the nine months ended September 30, 2022 and 2021, the Company earned revenues of $124,155 and $84,907 from a related company, which is controlled by a common director, who was the former director of the Company’s subsidiary.

During the three months ended September 30, 2022 and 2021, the Company paid costs of $0 to a related company, which is controlled by the former director of the Company’s subsidiary.

During the nine months ended September 30, 2022 and 2021, the Company paid costs of $63,820 and $1,391 to a related company, which is controlled by the former director of the Company’s subsidiary.

During the three and nine months ended September 30, 2022 and 2021, the Company was provided with a free office premises for operating use, by the former director of the Company’s subsidiary.

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

NOTE－8 CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the three and nine months ended September 30, 2022, there was one customer (related party) exceeding 10% of the Company’s revenue. This customer accounted for 100% of the Company’s revenue amounting to $42,242 and $124,155 respectively .

For the three and nine months ended September 30, 2021, there was one customer (related party) exceeding 10% of the Company’s revenue. This customer accounted for 100% of the Company’s revenue amounting to $23,774 and $84,907 respectively.

All of the Company’s customers are located in Hong Kong.

(b) Major vendor

For the three and nine months ended September 30, 2022, there was one vendor (related party) exceeding 10% of the Company’s cost of revenue. This customer accounted for 100% of the Company’s cost of revenue amounting to $5,200 and $89,242 respectively.

For the three and nine months ended September 30, 2021, there was one vendor (related party) exceeding 10% of the Company’s cost of revenue. This customer accounted for 100% of the Company’s cost of revenue amounting to $19,283 and $59,548 respectively.

All of the Company’s vendors are located in Hong Kong.

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(c) Economic and political risk

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

(d) Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

NOTE－9 COMMITMENTS AND CONTINGENCIES

As of September 30, 2022, the Company has no material commitments or contingencies.

NOTE－10 SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2022, up through the date the Company issued the unaudited condensed consolidated financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Ever Harvest International Group Inc. (f/k/a Totally Green Inc.) is a holding company that, through its subsidiaries, is engaged primarily in the development and sale of STEAM education products and services aimed at serving the primary and secondary school markets. Our Edtech business is operated through our wholly owned subsidiary K I.T. Network Limited, a Hong Kong private limited company (“KIT”). KIT commenced operations in Hong Kong in August 9, 2016 and sells its products and services primarily in Hong Kong. KIT is not required to obtain permission from the Chinese authorities to operate or to issue securities to foreign investors. KIT was organized as a private limited liability company on November 8, 2010, in Hong Kong and is a wholly owned subsidiary of Ever Harvest Capital Group Limited (“EHCG”). Our corporate organization chart is below.

 

We reported a net loss of $3,931,003 and $121,598 for the nine months ended September 30, 2022 and 2021, respectively. We had current assets of $38,224 and current liabilities of $113,991 as of September 30, 2022. As of December 31, 2021, our current assets and current liabilities were $7,504 and $81,473, respectively.

We have prepared our condensed consolidated financial statements for the nine months ended September 30, 2022 and 2021, assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, capital leases and short-term and long-term debts. We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months.

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Results of Operations.

Comparison of the three months ended September 30, 2022, and September 30, 2021

The following table sets forth certain operational data for the three months ended September 30, 2022, compared to the three months ended September 30, 2021:

	Three Months ended September 30,
	2022			2021
Revenue	$	42,242		$	23,774
Cost of revenue		(18,350	)		(19,283	)
Gross profit		23,892			4,491
General and administrative expenses		(8,038	)		(4,160	)
Stock-based consulting expenses		(3,749,450	)		–
(Loss) income from operation		(3,733,596	)		331
Other income (expense)		1,020			(5	)
Income tax expense		–			–
NET (LOSS) INCOME	$	(3,732,576	)	$	326

Revenue

During the three months ended September 30, 2022, and 2021, the following customers accounted for 10% or more of our total net revenues 

	Three Months ended September 30, 2022				September 30, 2022
Customer	Revenues		Percentage of revenues		Accounts receivable
IOT Solution Limited (related party)	$	42,242		100%	$	38,218

	Three Months ended September 30, 2021				September 30, 2021
Customer	Revenues		Percentage of revenues		Accounts receivable
IOT Solution Limited (related party)	$	23,774		100%	$	–

All customers are located in Hong Kong.

Cost of Revenue.

Cost of Revenue for the three months ended September 30, 2022 and 2021 was $18,350 and $19,283, respectively. The increase in cost of revenue is primarily attributable to the increase in salaries.

Gross Profit.

We achieved a gross profit of $23,892 and $4,491 for the three months ended September 30, 2022 and 2021, respectively.

23

General and Administrative Expenses (“G&A”).

We incurred G&A expenses of $8,038 and $4,160 for the three months ended September 30, 2022 and 2021, respectively.

Income Tax Expense.

Our income tax expenses for the three months ended September 30, 2022 and 2021 were $0.

Net Loss.

As a result of the above factors, the Company incurred a net loss of $3,732,576 and net income of $326 for the three months ended September 30, 2022 and 2021, respectively.

Comparison of the nine months ended September 30, 2022, and September 30, 2021

The following table sets forth certain operational data for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021:

	Nine Months ended September 30,
	2022			2021
Revenue	$	124,155		$	84,907
Cost of revenue		(102,392	)		(59,548	)
Gross profit		21,763			25,359
Stock-based consulting expenses		(3,929,250	)		-
Professional fee		(843	)		(3,775	)
General and administrative expenses		(24,096	)		(144,131	)
Loss from operation		(3,932,426	)		(122,547	)
Other income		1,423			949
Income tax expense		–			–
NET LOSS	$	(3,931,003	)	$	(121,598	)

Revenue

During the nine months ended September 30, 2022, and 2021, the following customers accounted for 10% or more of our total net revenues 

	Nine Months ended September 30, 2022				September 30, 2022
Customer	Revenues		Percentage of revenues		Accounts receivable
IOT Solution Limited (related party)	$	124,155		100%	$	38,218

	Nine Months ended September 30, 2021				September 30, 2021
Customer	Revenues		Percentage of revenues		Accounts receivable
IOT Solution Limited (related party)	$	84,907		100%	$	–

24

All customers are located in Hong Kong.

Cost of Revenue.

Cost of Revenue for the nine months ended September 30, 2022 and 2021 was $102,392 and $59,548, respectively. The increase in cost of revenue is primarily attributable to the increase in salaries.

Gross Profit.

We reported a gross profit of $21,763 and $25,359 for the nine months ended September 30, 2022 and 2021, respectively.

General and Administrative Expenses (“G&A”).

We incurred G&A expenses of $24,096 and $144,131 for the nine months ended September 30, 2022 and 2021, respectively.

Professional fee

We incurred professional fee of $843 and $3,775 for the nine months ended September 30, 2022 and 2021, respectively.

Income Tax Expense.

Our income tax expenses for the nine months ended September 30, 2022 and 2021 were $0.

Net Loss.

As a result of the above factors, the Company incurred a net loss of $3,931,003 and $121,598 for the nine months ended September 30, 2022 and 2021, respectively.

Liquidity and Capital Resources

We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.

We expect to incur significantly greater expenses in the near future as we expand our business or enter into strategic partnerships. We also expect our general and administrative expenses to increase as we expand our finance and administrative staff, add infrastructure, and incur additional costs related to being reporting act company, including directors’ and officers’ insurance and increased professional fees.

We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.

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Going Concern Uncertainties

Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital may include the sale of equity securities, which include common stock sold in private transactions, capital leases and short-term and long-term debts. While we believe that we will obtain external financing and the existing shareholders will continue to provide the additional cash to meet our obligations as they become due, there can be no assurance that we will be able to raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support operations for at least the next 12 months.

	Nine Months Ended September 30,
	2022			2021
Net cash used in operating activities	$	(7,453	)	$	(133,343	)
Net cash provided by investing activities	$	–		$	–
Net cash provided by financing activities	$	–		$	134,647

Net Cash Used In Operating Activities.

For the nine months ended September 30, 2022, net cash used in operating activities was $7,453, which consisted primarily of a net loss of $3,931,003 and an increase of account receivables of $38,218, offset by share-based consulting expenses of $3,929,250 and an increase in accrued liabilities and other payables of $32,518.

For the nine months ended September 30, 2021, net cash used in operating activities was $133,343, which consisted primarily of a net loss of $121,598, offset by a decrease in accrued liabilities and other payables of $11,745.

We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions.

Net Cash Provided By Investing Activities.

For the nine months ended September 30, 2022 and 2021, no net cash were provided by investing activities.

Net Cash Provided by Financing Activities.

For the nine months ended September 30, 2022, no net cash provided by financing activities.

For the nine months ended September 30, 2021, net cash provided by financing activities was $134,647 consisting of advances from a director

Off-Balance Sheet Arrangements

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Contractual Obligations and Commercial Commitments

As of September 30, 2022, we did not have contractual obligations and commercial commitments.

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Material Cash Requirements

We have not achieved profitability since our inception and we expect to continue to incur net losses for the foreseeable future. We expect net cash expended in 2022 to be slightly higher than 2021. As of September 30, 2022, we had an accumulated deficit of $6,288,442. Our material cash requirements are highly dependent upon the additional financial support from our major shareholders in the next 12-18 months.

Going Concern

We require additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

If we cannot raise additional funds, we will have to cease business operations. As a result, our common stock investors would lose all of their investments.

Basis of preparation

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 periods.

Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

Income Taxes

We account for income taxes as outlined in ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to 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 in effect for the year in which those temporary differences are expected to be recovered or settled.

27

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2022. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

· Because of the company’s limited resources, there are limited controls over information processing.

· There is an inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of two persons, resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.

· The Company does not have a sitting audit committee financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

· There is a lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third-party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

We include the following risk factor which is in addition to those included in the Form 10.

Our Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock.

We are a holding company incorporated in Nevada with our operating subsidiary located in Hong Kong. Accordingly most of our cash is maintained in Hong Kong Dollars. We rely on dividends from our Hong Kong subsidiary for our cash and financing requirements, such as the funds necessary to service any debt we may incur. There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Current PRC regulations permit PRC subsidiaries to pay dividends to foreign parent companies only out of their accumulated after-tax profits upon satisfaction of relevant statutory condition and procedures, if any, determined in accordance with Chinese accounting standards and regulations. In addition, PRC subsidiaries are required to set aside at least 10% of their accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. Furthermore, if PRC subsidiaries and their subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to the foreign parent company, which may restrict the ability of the foreign parent company to satisfy its liquidity requirements. If such restrictions on dividend and other payments are interpreted to apply to Hong Kong entities, our ability to rely on payments from our Hong Kong subsidiary will be adversely affected.

In addition, the Enterprise Income Tax Law of the PRC, or the PRC EIT Law, and its implementation rules provide that withholding tax rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated. For a detailed description of the potential government regulations facing the Company and the offering associated with our operations in Hong Kong, please refer to “Government and Industry Regulations – Regulations Relating to Foreign Exchange and PRC Regulation of Dividend Distribution.”

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the months of March, July and August 2022, the Company issued an aggregate of 170,073,600 shares of its common stock to the following persons in consideration of services provided to the Company as set forth below:

Date of Agreement	Name		No. of Shares
March 7, 2022		Lee Wai Hong Alex		2,708,600
July 6, 2022		Au Hau Yin		8,712,000
July 4, 2022		Li Kwok Wai Jacqueline		8,653,000
August 1, 2022		Au Chi Tong		40,000,000
August 1, 2022		Yip Tak Yin Parkson		40,000,000
August 10, 2022		Au Chi Tong		20,000,000
August 10, 2022		Yip Tak Yin Parkson		52,000,000
TOTAL				170,073,600

Each of the service providers are parties to a Consulting Agreement or appointment agreements with the Company. The foregoing description of the Consulting Agreements and appointment agreements are qualified in their entirety by reference to a Consulting Agreements and appointment agreements which are filed as Exhibits 10.2 and Exhibit 10.8 to this Current Report and are incorporated herein by reference.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description
3.1	Second Amended and Restated Articles of Incorporation (1)
3.3	Bylaws (1)
4.1	Specimen certificate evidencing shares of Common Stock (1)
4.2	Description of Securities (2)
10.1	Share Exchange Agreement, dated August 30, 2021, by and among Ever Harvest Capital Group Limited, Yang Huichun, Lee Wai Hong Alex and Ever Harvest International Group Inc. (1)
10.2	CEO Appointment Agreement, dated August 1, 2022, by and between Ever Harvest International Group Inc. and Au Chi Tong*
10.3	CEO Appointment Agreement, dated August 10, 2022, by and between Ever Harvest International Group Inc. and Au Chi Tong*
10.4	CFO Appointment Agreement, dated August 1, 2022, by and between Ever Harvest International Group Inc. and Yip Tak Yin Parkson*
10.5	CEO Appointment Agreement, dated August 10, 2022, by and between Ever Harvest International Group Inc. and Yip Tak Yin Parkson*
10.6	Consultancy Agreement, dated March 7, 2022, by and between Ever Harvest International Group Inc. and Lee Wai Hong Alex*
10.7	Consultancy Agreement, dated July 6, 2022, by and between Ever Harvest International Group Inc. and Au Hau Yin*
10.8	Consultancy Agreement, dated July 6, 2022, by and between Ever Harvest International Group Inc. and Li Kwok Wai Jacqueline*
21	Subsidiaries*
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350*
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350*
99.1	Custodianship Records (1)
101.INS	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	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

______________________

* Filed Herewith.

(1)	Incorporated by reference to the Exhibits to the Registration Statement on Form 10-12G filed with the Securities and Exchange Commission on October 29, 2021.
(2)	Incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 28, 2022.

30

SIGNATURES

Pursuant to the requirements 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.

	EVER HARVEST INTERNATIONAL GROUP INC.
November 18, 2022	By:	/s/ Chi Tong AU
		Chi Tong AU
		Chief Executive Officer

31

EX-10.2

Exhibit 10.2

DATE: 1 August 2022

(1) EVER HARVEST INTERNATIONAL GROUP INC.

and

(2) AU CHI TONG

CEO APPOINTMENT AGREEMENT

THIS AGREEMENT dated 1^st August 2022

BETWEEN:

(1) Ever Harvest International Group Inc., a company incorporated in Nevada, USA (“Party A”), whose business office is situated at Suite F, 16/F, Cameron Plaza, 23 Cameron Road, Tsim Sha Tsui, Hong Kong; and

(2) Au Chi Tong, whose Hong Kong Passport Number is [***] and address is [***]. (“Party B”).

WHEREAS

(A) Party B wishes to provide CEO services to Party A (“TLGN”), and its subsidiaries (together, “Group”) for a period of ten months in such terms and conditions hereinafter appearing.

(B) Party A wishes to appoint Party B as CEO in such terms and conditions hereinafter appearing.

IT IS HEREBY AGREED that:

1. Services

1.1 Party A hereby appoints Party B to provide CEO services (“Services”).

1.2 Party B shall report to the board of TLGN (or such other person as shall be agreed between both parties).

2. Remuneration

2.1 Subject to Clause 4.3, the remuneration for the Services to be provided for the Tenure defined in Clause 4.1 shall be paid by Party A causing TLGN to issue to Party B a total of 40,000,000 ordinary shares of TLGN at a par value of US$0.001 each (“Shares”) within 30 days from the date of this Agreement (or such longer period as shall be required to fulfill the requirements under the relevant laws, regulations and rules in the United States of America for the issue of the Shares), provided that this Agreement is not terminated prior to any of the issuances of Shares above.

2.2 Party B acknowledges that none of the Shares may be offered or sold except pursuant to an effective registration statement under the Securities Act of 1933 of the United States of America (“Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

2.3 Party B has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks in the Shares, and has the ability to bear the economic risks of its investment decision and can afford the complete loss of such investment in the Shares.

2.4 Party A shall pay all the costs incurred in connection with removal of the restrictive and other legends on the certificates (or restrictions on transfer) of all the Shares issued to Party B, applying for and obtaining an effective registration statement for all such Shares, delivery and transmission of the certificates without restrictive and other legends (or of the registered Shares) to Party B’s broker, and all such other actions and things required to enable all such Shares to be tradable in the OTC Markets, Nasdaq or NYSE.

______________

Portions of this exhibit, indicated by [***] have been redacted pursuant to a confidential treatment request.

2

3. Expenses

Party A shall reimburse Party B forthwith for all proper and reasonable expenses actually incurred, with the prior approval of the chief executive officer of TLGN, by Party B in the performance of his duties upon presentation of supporting statements, receipts or vouchers. Party A shall make the reimbursement not later than the 7^th day of the month immediately after the supporting statements, receipts or vouchers are presented to Party A.

4. Tenure

4.1 This Agreement commences on 1 April 2022 ("Commencement Date”) and shall expire on 31 December 2022 (or such later date as shall be agreed between both parties in writing) (“Expiry Date”). In this Agreement, “Tenure” means the period from the Commencement Date to the Expiry Date (inclusive of both dates).

4.2 Any party may terminate this Agreement before the Expiry Date by giving not less than one month notice in writing to the other party, without prejudice to any right of the parties accrued before such notice of termination.

4.3 If this Agreement is terminated before the end of the Tenure, Party B shall be entitled to such number of Shares pro-rated for the duration during which he provides Services, and the remaining Shares issued to Party B shall be forfeited to Party A as of the effective date of such termination of the Agreement.

5. Independent Contractor

Party A and Party B declare and agree that Party B shall act as an independent contractor in the performance of its duties under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or the relationship of principal and agent, or employee and employer between Party A and Party B.

6. Non-Competition

6.1 Party B covenants and agrees not to consult or provide any services in any manner or capacity to a direct competitor of TLGN or any of its subsidiaries during the duration of this Agreement unless express written authorization to do so is given by the chief operating officer of TLGN. A direct competitor of TLGN or any of its subsidiaries for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that engages in any of the businesses of TLGN or any of its subsidiaries.

6.2 Party B shall not attempt in any way to solicit instructions, either in his own right or on behalf of others, from any client or partner of TLGN or any of its subsidiaries in respect of projects or jobs being handled by TLGN or any of its subsidiaries, or in respect of which TLGN or any of its subsidiaries is pursuing instructions, during the duration of this Agreement.

6.3 The restrictions under Clauses 6.1 and 6.2 shall continue to apply for a period of one year after the termination of this Agreement.

7. Intellectual property

7.1 Party B shall give Party A full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time during the Tenure. Party B acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Group absolutely. To the extent that they do not vest automatically, Party B holds them on trust for the Group. Party B agrees promptly to execute all documents and do all acts as may, in the opinion of Party A, be necessary to give effect to this Clause 7.1.

3

7.2 Party B hereby irrevocably waives all moral rights (and all similar rights in any jurisdiction) which he has or will have in any existing or future works referred to in Clause 7.1.

7.3 Party B irrevocably appoints Party A to be his attorney in his name and on his behalf to execute documents, use Party B's name and do all things which are necessary or desirable for the Group to obtain for itself or its nominee the full benefit of this Clause 7. A certificate in writing, signed by any director or the secretary of Party A, that any instrument or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case so far as any third party is concerned.

7.4 The following definitions apply to this Clause 7:

Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Group for the time being confidential to the Group and trade secrets including, without limitation, technical data and know-how relating to the business of the Group or any of its business contacts.

Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any medium.

8. Construction

In this Agreement, unless the context otherwise requires:

(i)	words and defined terms expressed in the singular number shall include the plural and vice versa, and words expressed in the masculine shall include the feminine and neuter gender and vice versa;
(ii)	the term “including” shall be interpreted to mean “including (without limitation)” whenever such term appears in this Agreement (and the terms “include” and “includes” shall be similarly interpreted);
(iii)	the words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and
(iv)	the recital and the schedule, if relevant, are part of this Agreement and shall have effect accordingly.

9. Entire agreement

This Agreement constitutes the entire agreement and understanding between the parties to this Agreement and supersedes all previous agreements and understandings (if any and whether in writing or not) between the parties in relation to the matters contemplated by this Agreement.

10. Waiver

10.1 The rights of a party may be waived by such party only in writing and, specifically, the conduct of any one of the parties shall not be deemed a waiver of any of its rights pursuant to this Agreement and/or a waiver or consent on its part as to any breach or failure to meet any of the terms of this Agreement or an amendment hereto. A waiver by a party in respect of a breach by the other party of its obligations shall not be construed as a justification or excuse for a further breach of its obligations.

4

10.2 No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default by the other under this Agreement shall impair any such right or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring.

11. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

12. Notices

12.1 Any notice or certificate required to be given by Party A to Party B or by Party B to Party A shall be in writing giving it shall be sufficiently given or served if delivered to the address and attention of the other party set out in Clause 12.3 or as otherwise notified from time to time hereunder with specific reference to this Agreement. All notices under this Agreement shall be in the English language.

12.2 Any notice delivered personally shall be deemed to have been given at the time of such delivery. Any notice despatched by letter postage prepaid shall be deemed to have been given two (2) Business Days after posting. Any notice sent by e-mail shall be deemed to have been given upon the receipt of the sent confirmation by the e-mail account of the sender.

12.3 The initial addresses and e-mail addresses of Party A and Party B for the purpose of Clause 12.1 are as follows :-

To Party A:	Suite F, 16/F, Cameron Plaza, 23 Cameron Road,
	Tsim Sha Tsui, Hong Kong;
	Email:     bryan@everharvestgroup.com
	Attention:     Bryan Au
To Party B:	Flat E, 40/F, Block 3,
	Island Resort, Siu Sai Wan,
	Hong Kong;
	Email:     oubryan@126.com
	Attention:     Au Chi Tong

12.4 Either party may change its address (or other details) to which notices can be sent to it by giving written notice of such change of address (or details) to the other party with specific reference to this Agreement and in the manner herein provided for giving notice.

13. Assignment

Neither party shall have the right to assign or transfer any of its rights hereunder.

14. Laws and Arbitration

14.1 This Agreement shall be interpreted and governed by the laws of the Hong Kong Special Administrative Region.

14.2 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be in Hong Kong. The number of arbitrators shall be three: one arbitrator shall be chosen by each party to the dispute and those two arbitrators shall choose the third arbitrator. The arbitration proceedings shall be conducted in English.

5

IN WITNESS WHEREOF Party A and Party B agree to the terms hereof.

For and on behalf of	)
Party A	)
and signed by Bryan Au,	)	/s/ Bryan Au
Director	)

Signed by	)
Party B, Au Chi Tong	)	/s/ Au Chi Tong

6

EX-10.3

Exhibit 10.3

DATE: 10 August 2022

(1) EVER HARVEST INTERNATIONAL GROUP INC.

and

(2) AU CHI TONG

CEO APPOINTMENT AGREEMENT

THIS AGREEMENT dated 10^th August 2022

BETWEEN:

(1) Ever Harvest International Group Inc., a company incorporated in Nevada, USA (“Party A”), whose business office is situated at Suite F, 16/F, Cameron Plaza, 23 Cameron Road, Tsim Sha Tsui, Hong Kong; and

(2) Au Chi Tong, whose Hong Kong Passport Number is [***] and address is [***]. (“Party B”).

WHEREAS

(A) Party B wishes to provide CEO services to Party A (“TLGN”), and its subsidiaries (together, “Group”) for a period of six months in such terms and conditions hereinafter appearing.

(B) Party A wishes to appoint Party B as CEO in such terms and conditions hereinafter appearing.

IT IS HEREBY AGREED that:

1. Services

1.1 Party A hereby appoints Party B to provide CEO services (“Services”).

1.2 Party B shall report to the board of TLGN (or such other person as shall be agreed between both parties).

2. Remuneration

2.1 Subject to Clause 4.3, the remuneration for the Services to be provided for the Tenure defined in Clause 4.1 shall be paid by Party A causing TLGN to issue to Party B a total of 20,000,000 ordinary shares of TLGN at a par value of US$0.001 each (“Shares”) within 30 days from the date of this Agreement (or such longer period as shall be required to fulfill the requirements under the relevant laws, regulations and rules in the United States of America for the issue of the Shares), provided that this Agreement is not terminated prior to any of the issuances of Shares above.

2.2 Party B acknowledges that none of the Shares may be offered or sold except pursuant to an effective registration statement under the Securities Act of 1933 of the United States of America (“Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

2.3 Party B has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks in the Shares, and has the ability to bear the economic risks of its investment decision and can afford the complete loss of such investment in the Shares.

2.4 Party A shall pay all the costs incurred in connection with removal of the restrictive and other legends on the certificates (or restrictions on transfer) of all the Shares issued to Party B, applying for and obtaining an effective registration statement for all such Shares, delivery and transmission of the certificates without restrictive and other legends (or of the registered Shares) to Party B’s broker, and all such other actions and things required to enable all such Shares to be tradable in the OTC Markets, Nasdaq or NYSE.

______________

Portions of this exhibit, indicated by [***] have been redacted pursuant to a confidential treatment request.

2

3. Expenses

Party A shall reimburse Party B forthwith for all proper and reasonable expenses actually incurred, with the prior approval of the chief executive officer of TLGN, by Party B in the performance of his duties upon presentation of supporting statements, receipts or vouchers. Party A shall make the reimbursement not later than the 7^th day of the month immediately after the supporting statements, receipts or vouchers are presented to Party A.

4. Tenure

4.1 This Service commences on 1 October 2021 ("Commencement Date”) and shall expire on 31 March 2022 (or such later date as shall be agreed between both parties in writing) (“Expiry Date”). In this Agreement, “Tenure” means the period from the Commencement Date to the Expiry Date (inclusive of both dates).

4.2 Any party may terminate this Agreement before the Expiry Date by giving not less than one month notice in writing to the other party, without prejudice to any right of the parties accrued before such notice of termination.

4.3 If this Agreement is terminated before the end of the Tenure, Party B shall be entitled to such number of Shares pro-rated for the duration during which he provides Services, and the remaining Shares issued to Party B shall be forfeited to Party A as of the effective date of such termination of the Agreement.

5. Independent Contractor

Party A and Party B declare and agree that Party B shall act as an independent contractor in the performance of its duties under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or the relationship of principal and agent, or employee and employer between Party A and Party B.

6. Non-Competition

6.1 Party B covenants and agrees not to consult or provide any services in any manner or capacity to a direct competitor of TLGN or any of its subsidiaries during the duration of this Agreement unless express written authorization to do so is given by the chief operating officer of TLGN. A direct competitor of TLGN or any of its subsidiaries for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that engages in any of the businesses of TLGN or any of its subsidiaries.

6.2 Party B shall not attempt in any way to solicit instructions, either in his own right or on behalf of others, from any client or partner of TLGN or any of its subsidiaries in respect of projects or jobs being handled by TLGN or any of its subsidiaries, or in respect of which TLGN or any of its subsidiaries is pursuing instructions, during the duration of this Agreement.

6.3 The restrictions under Clauses 6.1 and 6.2 shall continue to apply for a period of one year after the termination of this Agreement.

7. Intellectual property

7.1 Party B shall give Party A full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time during the Tenure. Party B acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Group absolutely. To the extent that they do not vest automatically, Party B holds them on trust for the Group. Party B agrees promptly to execute all documents and do all acts as may, in the opinion of Party A, be necessary to give effect to this Clause 7.1.

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7.2 Party B hereby irrevocably waives all moral rights (and all similar rights in any jurisdiction) which he has or will have in any existing or future works referred to in Clause 7.1.

7.3 Party B irrevocably appoints Party A to be his attorney in his name and on his behalf to execute documents, use Party B's name and do all things which are necessary or desirable for the Group to obtain for itself or its nominee the full benefit of this Clause 7. A certificate in writing, signed by any director or the secretary of Party A, that any instrument or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case so far as any third party is concerned.

7.4 The following definitions apply to this Clause 7:

Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Group for the time being confidential to the Group and trade secrets including, without limitation, technical data and know-how relating to the business of the Group or any of its business contacts.

Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any medium.

8. Construction

In this Agreement, unless the context otherwise requires:

(i)	words and defined terms expressed in the singular number shall include the plural and vice versa, and words expressed in the masculine shall include the feminine and neuter gender and vice versa;
(ii)	the term “including” shall be interpreted to mean “including (without limitation)” whenever such term appears in this Agreement (and the terms “include” and “includes” shall be similarly interpreted);
(iii)	the words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and
(iv)	the recital and the schedule, if relevant, are part of this Agreement and shall have effect accordingly.

9. Entire agreement

This Agreement constitutes the entire agreement and understanding between the parties to this Agreement and supersedes all previous agreements and understandings (if any and whether in writing or not) between the parties in relation to the matters contemplated by this Agreement.

10. Waiver

10.1 The rights of a party may be waived by such party only in writing and, specifically, the conduct of any one of the parties shall not be deemed a waiver of any of its rights pursuant to this Agreement and/or a waiver or consent on its part as to any breach or failure to meet any of the terms of this Agreement or an amendment hereto. A waiver by a party in respect of a breach by the other party of its obligations shall not be construed as a justification or excuse for a further breach of its obligations.

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10.2 No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default by the other under this Agreement shall impair any such right or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring.

11. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

12. Notices

12.1 Any notice or certificate required to be given by Party A to Party B or by Party B to Party A shall be in writing giving it shall be sufficiently given or served if delivered to the address and attention of the other party set out in Clause 12.3 or as otherwise notified from time to time hereunder with specific reference to this Agreement. All notices under this Agreement shall be in the English language.

12.2 Any notice delivered personally shall be deemed to have been given at the time of such delivery. Any notice despatched by letter postage prepaid shall be deemed to have been given two (2) Business Days after posting. Any notice sent by e-mail shall be deemed to have been given upon the receipt of the sent confirmation by the e-mail account of the sender.

12.3 The initial addresses and e-mail addresses of Party A and Party B for the purpose of Clause 12.1 are as follows :-

To Party A:	Suite F, 16/F, Cameron Plaza, 23 Cameron Road,
	Tsim Sha Tsui, Hong Kong;
	Email:     bryan@everharvestgroup.com
	Attention:     Bryan Au
To Party B:	Flat E, 40/F, Block 3,
	Island Resort, Siu Sai Wan,
	Hong Kong;
	Email:     oubryan@126.com
	Attention:     Au Chi Tong

12.4 Either party may change its address (or other details) to which notices can be sent to it by giving written notice of such change of address (or details) to the other party with specific reference to this Agreement and in the manner herein provided for giving notice.

13. Assignment

Neither party shall have the right to assign or transfer any of its rights hereunder.

14. Laws and Arbitration

14.1 This Agreement shall be interpreted and governed by the laws of the Hong Kong Special Administrative Region.

14.2 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be in Hong Kong. The number of arbitrators shall be three: one arbitrator shall be chosen by each party to the dispute and those two arbitrators shall choose the third arbitrator. The arbitration proceedings shall be conducted in English.

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IN WITNESS WHEREOF Party A and Party B agree to the terms hereof.

For and on behalf of	)
Party A	)
and signed by Bryan Au,	)	/s/ Bryan Au
Director	)

Signed by	)
Party B, Au Chi Tong	)	/s/ Au Chi Tong

6

EX-10.4

Exhibit 10.4

DATE: 1 August 2022

(1) EVER HARVEST INTERNATIONAL GROUP INC.

and

(2) YIP TAK YIN PARKSON

CFO APPOINTMENT AGREEMENT

THIS AGREEMENT dated 1^st August 2022

BETWEEN:

(1) Ever Harvest International Group Inc., a company incorporated in Nevada, USA (“Party A”), whose business office is situated at Suite F, 16/F, Cameron Plaza, 23 Cameron Road, Tsim Sha Tsui, Hong Kong; and

(2) Yip Tak Yin Parkson, whose Hong Kong Identity Card number is [***] and address is [***] (“Party B”).

WHEREAS

(A) Party B wishes to provide CFO services to Party A (“TLGN”), and its subsidiaries (together, “Group”) for a period of ten months in such terms and conditions hereinafter appearing.

(B) Party A wishes to appoint Party B as CFO in such terms and conditions hereinafter appearing.

IT IS HEREBY AGREED that:

1. Services

1.1 Party A hereby appoints Party B to provide CFO services (“Services”).

1.2 Party B shall report to the chief executive officer of TLGN (or such other person as shall be agreed between both parties).

2. Remuneration

2.1 Subject to Clause 4.3, the remuneration for the Services to be provided for the Tenure defined in Clause 4.1 shall be paid by Party A causing TLGN to issue to Party B a total of 40,000,000 ordinary shares of TLGN at a par value of US$0.001 each (“Shares”) within 30 days from the date of this Agreement (or such longer period as shall be required to fulfill the requirements under the relevant laws, regulations and rules in the United States of America for the issue of the Shares), provided that this Agreement is not terminated prior to any of the issuances of Shares above.

2.2 Party B acknowledges that none of the Shares may be offered or sold except pursuant to an effective registration statement under the Securities Act of 1933 of the United States of America (“Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

2.3 Party B has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks in the Shares, and has the ability to bear the economic risks of its investment decision and can afford the complete loss of such investment in the Shares.

2.4 Party A shall pay all the costs incurred in connection with removal of the restrictive and other legends on the certificates (or restrictions on transfer) of all the Shares issued to Party B, applying for and obtaining an effective registration statement for all such Shares, delivery and transmission of the certificates without restrictive and other legends (or of the registered Shares) to Party B’s broker, and all such other actions and things required to enable all such Shares to be tradable in the OTC Markets, Nasdaq or NYSE.

______________

Portions of this exhibit, indicated by [***] have been redacted pursuant to a confidential treatment request.

2

3. Expenses

Party A shall reimburse Party B forthwith for all proper and reasonable expenses actually incurred, with the prior approval of the chief executive officer of TLGN, by Party B in the performance of his duties upon presentation of supporting statements, receipts or vouchers. Party A shall make the reimbursement not later than the 7^th day of the month immediately after the supporting statements, receipts or vouchers are presented to Party A.

4. Tenure

4.1 This Agreement commences on 1 April 2022 ("Commencement Date”) and shall expire on 31 December 2022 (or such later date as shall be agreed between both parties in writing) (“Expiry Date”). In this Agreement, “Tenure” means the period from the Commencement Date to the Expiry Date (inclusive of both dates).

4.2 Any party may terminate this Agreement before the Expiry Date by giving not less than one month notice in writing to the other party, without prejudice to any right of the parties accrued before such notice of termination.

4.3 If this Agreement is terminated before the end of the Tenure, Party B shall be entitled to such number of Shares pro-rated for the duration during which he provides Services, and the remaining Shares issued to Party B shall be forfeited to Party A as of the effective date of such termination of the Agreement.

5. Independent Contractor

Party A and Party B declare and agree that Party B shall act as an independent contractor in the performance of its duties under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or the relationship of principal and agent, or employee and employer between Party A and Party B.

6. Non-Competition

6.1 Party B covenants and agrees not to consult or provide any services in any manner or capacity to a direct competitor of TLGN or any of its subsidiaries during the duration of this Agreement unless express written authorization to do so is given by the chief operating officer of TLGN. A direct competitor of TLGN or any of its subsidiaries for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that engages in any of the businesses of TLGN or any of its subsidiaries.

6.2 Party B shall not attempt in any way to solicit instructions, either in his own right or on behalf of others, from any client or partner of TLGN or any of its subsidiaries in respect of projects or jobs being handled by TLGN or any of its subsidiaries, or in respect of which TLGN or any of its subsidiaries is pursuing instructions, during the duration of this Agreement.

6.3 The restrictions under Clauses 6.1 and 6.2 shall continue to apply for a period of one year after the termination of this Agreement.

7. Intellectual property

7.1 Party B shall give Party A full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time during the Tenure. Party B acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Group absolutely. To the extent that they do not vest automatically, Party B holds them on trust for the Group. Party B agrees promptly to execute all documents and do all acts as may, in the opinion of Party A, be necessary to give effect to this Clause 7.1.

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7.2 Party B hereby irrevocably waives all moral rights (and all similar rights in any jurisdiction) which he has or will have in any existing or future works referred to in Clause 7.1.

7.3 Party B irrevocably appoints Party A to be his attorney in his name and on his behalf to execute documents, use Party B's name and do all things which are necessary or desirable for the Group to obtain for itself or its nominee the full benefit of this Clause 7. A certificate in writing, signed by any director or the secretary of Party A, that any instrument or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case so far as any third party is concerned.

7.4 The following definitions apply to this Clause 7:

Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Group for the time being confidential to the Group and trade secrets including, without limitation, technical data and know-how relating to the business of the Group or any of its business contacts.

Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any medium.

8. Construction

In this Agreement, unless the context otherwise requires:

(i)	words and defined terms expressed in the singular number shall include the plural and vice versa, and words expressed in the masculine shall include the feminine and neuter gender and vice versa;
(ii)	the term “including” shall be interpreted to mean “including (without limitation)” whenever such term appears in this Agreement (and the terms “include” and “includes” shall be similarly interpreted);
(iii)	the words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and
(iv)	the recital and the schedule, if relevant, are part of this Agreement and shall have effect accordingly.

9. Entire agreement

This Agreement constitutes the entire agreement and understanding between the parties to this Agreement and supersedes all previous agreements and understandings (if any and whether in writing or not) between the parties in relation to the matters contemplated by this Agreement.

10. Waiver

10.1 The rights of a party may be waived by such party only in writing and, specifically, the conduct of any one of the parties shall not be deemed a waiver of any of its rights pursuant to this Agreement and/or a waiver or consent on its part as to any breach or failure to meet any of the terms of this Agreement or an amendment hereto. A waiver by a party in respect of a breach by the other party of its obligations shall not be construed as a justification or excuse for a further breach of its obligations.

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10.2 No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default by the other under this Agreement shall impair any such right or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring.

11. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

12. Notices

12.1 Any notice or certificate required to be given by Party A to Party B or by Party B to Party A shall be in writing giving it shall be sufficiently given or served if delivered to the address and attention of the other party set out in Clause 12.3 or as otherwise notified from time to time hereunder with specific reference to this Agreement. All notices under this Agreement shall be in the English language.

12.2 Any notice delivered personally shall be deemed to have been given at the time of such delivery. Any notice despatched by letter postage prepaid shall be deemed to have been given two (2) Business Days after posting. Any notice sent by e-mail shall be deemed to have been given upon the receipt of the sent confirmation by the e-mail account of the sender.

12.3 The initial addresses and e-mail addresses of Party A and Party B for the purpose of Clause 12.1 are as follows :-

To Party A:	Suite F, 16/F, Cameron Plaza, 23 Cameron Road,
	Tsim Sha Tsui, Hong Kong;
	Email:     bryan@everharvestgroup.com
	Attention:     Bryan Au
To Party B:	42RA, The Rise, 63 Yau Ma Hom Road
	Tsuen Wan, Hong Kong
	Email:     poodlebb@gmail.com
	Attention:     Parkson Yip

12.4 Either party may change its address (or other details) to which notices can be sent to it by giving written notice of such change of address (or details) to the other party with specific reference to this Agreement and in the manner herein provided for giving notice.

13. Assignment

Neither party shall have the right to assign or transfer any of its rights hereunder.

14. Laws and Arbitration

14.1 This Agreement shall be interpreted and governed by the laws of the Hong Kong Special Administrative Region.

14.2 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be in Hong Kong. The number of arbitrators shall be three: one arbitrator shall be chosen by each party to the dispute and those two arbitrators shall choose the third arbitrator. The arbitration proceedings shall be conducted in English.

5

IN WITNESS WHEREOF Party A and Party B agree to the terms hereof.

For and on behalf of	)
Party A	)
and signed by Bryan Au,	)	/s/ Bryan Au
Director	)

Signed by	)
Party B, Yip Tak Yin Parkson	)	/s/ Yip Tak Yin Parkson

6

EX-10.5

Exhibit 10.5

DATE: 10 August 2022

(1) EVER HARVEST INTERNATIONAL GROUP INC.

and

(2) YIP TAK YIN PARKSON

CFO APPOINTMENT AGREEMENT

THIS AGREEMENT dated 10^th August 2022

BETWEEN:

(1) Ever Harvest International Group Inc., a company incorporated in Nevada, USA (“Party A”), whose business office is situated at Suite F, 16/F, Cameron Plaza, 23 Cameron Road, Tsim Sha Tsui, Hong Kong; and

(2) Yip Tak Yin Parkson, whose Hong Kong Identity Card number is [***] and address is [***] (“Party B”).

WHEREAS

(A) Party B wishes to provide CFO services to Party A (“TLGN”), and its subsidiaries (together, “Group”) for a period of six months in such terms and conditions hereinafter appearing.

(B) Party A wishes to appoint Party B as CFO in such terms and conditions hereinafter appearing.

IT IS HEREBY AGREED that:

1. Services

1.1 Party A hereby appoints Party B to provide CFO services (“Services”).

1.2 Party B shall report to the chief executive officer of TLGN (or such other person as shall be agreed between both parties).

2. Remuneration

2.1 Subject to Clause 4.3, the remuneration for the Services to be provided for the Tenure defined in Clause 4.1 shall be paid by Party A causing TLGN to issue to Party B a total of 52,000,000 ordinary shares of TLGN at a par value of US$0.001 each (“Shares”) within 30 days from the date of this Agreement (or such longer period as shall be required to fulfill the requirements under the relevant laws, regulations and rules in the United States of America for the issue of the Shares), provided that this Agreement is not terminated prior to any of the issuances of Shares above.

2.2 Party B acknowledges that none of the Shares may be offered or sold except pursuant to an effective registration statement under the Securities Act of 1933 of the United States of America (“Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

2.3 Party B has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks in the Shares, and has the ability to bear the economic risks of its investment decision and can afford the complete loss of such investment in the Shares.

2.4 Party A shall pay all the costs incurred in connection with removal of the restrictive and other legends on the certificates (or restrictions on transfer) of all the Shares issued to Party B, applying for and obtaining an effective registration statement for all such Shares, delivery and transmission of the certificates without restrictive and other legends (or of the registered Shares) to Party B’s broker, and all such other actions and things required to enable all such Shares to be tradable in the OTC Markets, Nasdaq or NYSE.

______________

Portions of this exhibit, indicated by [***] have been redacted pursuant to a confidential treatment request.

2

3. Expenses

Party A shall reimburse Party B forthwith for all proper and reasonable expenses actually incurred, with the prior approval of the chief executive officer of TLGN, by Party B in the performance of his duties upon presentation of supporting statements, receipts or vouchers. Party A shall make the reimbursement not later than the 7^th day of the month immediately after the supporting statements, receipts or vouchers are presented to Party A.

4. Tenure

4.1 This Agreement commences on 1 October 2021 ("Commencement Date”) and shall expire on 31 March 2022 (or such later date as shall be agreed between both parties in writing) (“Expiry Date”). In this Agreement, “Tenure” means the period from the Commencement Date to the Expiry Date (inclusive of both dates).

4.2 Any party may terminate this Agreement before the Expiry Date by giving not less than one month notice in writing to the other party, without prejudice to any right of the parties accrued before such notice of termination.

4.3 If this Agreement is terminated before the end of the Tenure, Party B shall be entitled to such number of Shares pro-rated for the duration during which he provides Services, and the remaining Shares issued to Party B shall be forfeited to Party A as of the effective date of such termination of the Agreement.

5. Independent Contractor

Party A and Party B declare and agree that Party B shall act as an independent contractor in the performance of its duties under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or the relationship of principal and agent, or employee and employer between Party A and Party B.

6. Non-Competition

6.1 Party B covenants and agrees not to consult or provide any services in any manner or capacity to a direct competitor of TLGN or any of its subsidiaries during the duration of this Agreement unless express written authorization to do so is given by the chief operating officer of TLGN. A direct competitor of TLGN or any of its subsidiaries for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that engages in any of the businesses of TLGN or any of its subsidiaries.

6.2 Party B shall not attempt in any way to solicit instructions, either in his own right or on behalf of others, from any client or partner of TLGN or any of its subsidiaries in respect of projects or jobs being handled by TLGN or any of its subsidiaries, or in respect of which TLGN or any of its subsidiaries is pursuing instructions, during the duration of this Agreement.

6.3 The restrictions under Clauses 6.1 and 6.2 shall continue to apply for a period of one year after the termination of this Agreement.

7. Intellectual property

7.1 Party B shall give Party A full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time during the Tenure. Party B acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Group absolutely. To the extent that they do not vest automatically, Party B holds them on trust for the Group. Party B agrees promptly to execute all documents and do all acts as may, in the opinion of Party A, be necessary to give effect to this Clause 7.1.

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7.2 Party B hereby irrevocably waives all moral rights (and all similar rights in any jurisdiction) which he has or will have in any existing or future works referred to in Clause 7.1.

7.3 Party B irrevocably appoints Party A to be his attorney in his name and on his behalf to execute documents, use Party B's name and do all things which are necessary or desirable for the Group to obtain for itself or its nominee the full benefit of this Clause 7. A certificate in writing, signed by any director or the secretary of Party A, that any instrument or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case so far as any third party is concerned.

7.4 The following definitions apply to this Clause 7:

Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Group for the time being confidential to the Group and trade secrets including, without limitation, technical data and know-how relating to the business of the Group or any of its business contacts.

Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any medium.

8. Construction

In this Agreement, unless the context otherwise requires:

(i)	words and defined terms expressed in the singular number shall include the plural and vice versa, and words expressed in the masculine shall include the feminine and neuter gender and vice versa;
(ii)	the term “including” shall be interpreted to mean “including (without limitation)” whenever such term appears in this Agreement (and the terms “include” and “includes” shall be similarly interpreted);
(iii)	the words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and
(iv)	the recital and the schedule, if relevant, are part of this Agreement and shall have effect accordingly.

9. Entire agreement

This Agreement constitutes the entire agreement and understanding between the parties to this Agreement and supersedes all previous agreements and understandings (if any and whether in writing or not) between the parties in relation to the matters contemplated by this Agreement.

10. Waiver

10.1 The rights of a party may be waived by such party only in writing and, specifically, the conduct of any one of the parties shall not be deemed a waiver of any of its rights pursuant to this Agreement and/or a waiver or consent on its part as to any breach or failure to meet any of the terms of this Agreement or an amendment hereto. A waiver by a party in respect of a breach by the other party of its obligations shall not be construed as a justification or excuse for a further breach of its obligations.

4

10.2 No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default by the other under this Agreement shall impair any such right or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring.

11. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

12. Notices

12.1 Any notice or certificate required to be given by Party A to Party B or by Party B to Party A shall be in writing giving it shall be sufficiently given or served if delivered to the address and attention of the other party set out in Clause 12.3 or as otherwise notified from time to time hereunder with specific reference to this Agreement. All notices under this Agreement shall be in the English language.

12.2 Any notice delivered personally shall be deemed to have been given at the time of such delivery. Any notice despatched by letter postage prepaid shall be deemed to have been given two (2) Business Days after posting. Any notice sent by e-mail shall be deemed to have been given upon the receipt of the sent confirmation by the e-mail account of the sender.

12.3 The initial addresses and e-mail addresses of Party A and Party B for the purpose of Clause 12.1 are as follows :-

To Party A:	Suite F, 16/F, Cameron Plaza, 23 Cameron Road,
	Tsim Sha Tsui, Hong Kong;
	Email:     bryan@everharvestgroup.com
	Attention:     Bryan Au
To Party B:	42RA, The Rise, 63 Yau Ma Hom Road
	Tsuen Wan, Hong Kong
	Email:     poodlebb@gmail.com
	Attention:     Parkson Yip

12.4 Either party may change its address (or other details) to which notices can be sent to it by giving written notice of such change of address (or details) to the other party with specific reference to this Agreement and in the manner herein provided for giving notice.

13. Assignment

Neither party shall have the right to assign or transfer any of its rights hereunder.

14. Laws and Arbitration

14.1 This Agreement shall be interpreted and governed by the laws of the Hong Kong Special Administrative Region.

14.2 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be in Hong Kong. The number of arbitrators shall be three: one arbitrator shall be chosen by each party to the dispute and those two arbitrators shall choose the third arbitrator. The arbitration proceedings shall be conducted in English.

5

IN WITNESS WHEREOF Party A and Party B agree to the terms hereof.

For and on behalf of	)
Party A	)
and signed by Bryan Au,	)	/s/ Bryan Au
Director	)

Signed by	)
Party B, Yip Tak Yin Parkson	)

6

EX-10.6

Exhibit 10.6

DATE: 7 March 2022

(1) EVER HARVEST INTERNATIONAL GROUP INC.

and

(2) LEE WAI HONG ALEX

CONSULTANCY AGREEMENT

THIS AGREEMENT dated 7^th March 2022

BETWEEN:

(1) Ever Harvest International Group Inc., a company incorporated in Nevada, USA (“Company”), whose business office is situated at Suite F, 16/F, Cameron Plaza, 23 Cameron Road, Tsim Sha Tsui, Hong Kong; and

(2) Lee Wai Hong Alex, whose Hong Kong Passport Number is [***] and address is [***] (“Consultant”).

WHEREAS

(A) The Consultant wishes to provide consultancy services and advices to the Company (“TLGN”), and its subsidiaries (together, “Group”) for a period of three months in such terms and conditions hereinafter appearing.

(B) The Company wishes to appoint the Consultant for Services (as defined in Clause 1.1 below) in such terms and conditions hereinafter appearing.

IT IS HEREBY AGREED that:

1. Services

1.1 The Company hereby appoints the Consultant to provide the following services (“Services”):

(i) to communicate with government entities and the public;

(ii) to lead the development of the project’s short-term and long-term strategies;

(iii) to create and implement the company vision and mission;

(iv) to evaluate the work of other staffs; and

(v) to maintain awareness on the competitive market landscape.

1.2 The Consultant shall report to the chief executive officer of TLGN (or such other person as shall be agreed between both parties).

2. Remuneration

2.1 Subject to Clause 4.3, the remuneration for the Services to be provided for the Tenure defined in Clause 4.1 shall be paid by the Company causing TLGN to issue to the Consultant a total of 2,708,600 ordinary shares of TLGN at a par value of US$0.001 each (“Shares”) within 30 days from the date of this Agreement (or such longer period as shall be required to fulfill the requirements under the relevant laws, regulations and rules in the United States of America for the issue of the Shares), provided that this Agreement is not terminated prior to any of the issuances of Shares above.

2.2 The Consultant acknowledges that none of the Shares may be offered or sold except pursuant to an effective registration statement under the Securities Act of 1933 of the United States of America (“Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

2.3 The Consultant has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks in the Shares, and has the ability to bear the economic risks of its investment decision and can afford the complete loss of such investment in the Shares.

______________

Portions of this exhibit, indicated by [***] have been redacted pursuant to a confidential treatment request.

2

2.4 The Company shall pay all the costs incurred in connection with removal of the restrictive and other legends on the certificates (or restrictions on transfer) of all the Shares issued to the Consultant, applying for and obtaining an effective registration statement for all such Shares, delivery and transmission of the certificates without restrictive and other legends (or of the registered Shares) to the Consultant’s broker, and all such other actions and things required to enable all such Shares to be tradable in the OTC Markets, Nasdaq or NYSE.

3. Expenses

The Company shall reimburse the Consultant forthwith for all proper and reasonable expenses actually incurred, with the prior approval of the chief executive officer of TLGN, by the Consultant in the performance of his duties upon presentation of supporting statements, receipts or vouchers. The Company shall make the reimbursement not later than the 7^th day of the month immediately after the supporting statements, receipts or vouchers are presented to the Company.

4. Tenure

4.1 This Agreement commences on 7 March 2022 ("Commencement Date”) and shall expire on 6 June 2022 (or such later date as shall be agreed between both parties in writing) (“Expiry Date”). In this Agreement, “Tenure” means the period from the Commencement Date to the Expiry Date (inclusive of both dates).

4.2 Any party may terminate this Agreement before the Expiry Date by giving not less than one month notice in writing to the other party, without prejudice to any right of the parties accrued before such notice of termination.

4.3 If this Agreement is terminated before the end of the Tenure, the Consultant shall be entitled to such number of Shares pro-rated for the duration during which he provides Services, and the remaining Shares issued to the Consultant shall be forfeited to the Company as of the effective date of such termination of the Agreement.

5. Independent Contractor

The Company and the Consultant declare and agree that the Consultant shall act as an independent contractor in the performance of its duties under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or the relationship of principal and agent, or employee and employer between the Company and the Consultant.

6. Non-Competition

6.1 The Consultant covenants and agrees not to consult or provide any services in any manner or capacity to a direct competitor of TLGN or any of its subsidiaries during the duration of this Agreement unless express written authorization to do so is given by the chief operating officer of TLGN. A direct competitor of TLGN or any of its subsidiaries for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that engages in any of the businesses of TLGN or any of its

subsidiaries.

6.2 The Consultant shall not attempt in any way to solicit instructions, either in his own right or on behalf of others, from any client or partner of TLGN or any of its subsidiaries in respect of projects or jobs being handled by TLGN or any of its subsidiaries, or in respect of which TLGN or any of its subsidiaries is pursuing instructions, during the duration of this Agreement.

6.3 The restrictions under Clauses 6.1 and 6.2 shall continue to apply for a period of one year after the termination of this Agreement.

3

7. Intellectual property

7.1 The Consultant shall give the Company full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time during the Tenure. The Consultant acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Group absolutely. To the extent that they do not vest automatically, the Consultant holds them on trust for the Group. The Consultant agrees promptly to execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this Clause 7.1.

7.2 The Consultant hereby irrevocably waives all moral rights (and all similar rights in any jurisdiction) which he has or will have in any existing or future works referred to in Clause 7.1.

7.3 The Consultant irrevocably appoints the Company to be his attorney in his name and on his behalf to execute documents, use the Consultant's name and do all things which are necessary or desirable for the Group to obtain for itself or its nominee the full benefit of this Clause 7. A certificate in writing, signed by any director or the secretary of the Company, that any instrument or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case so far as any third party is concerned.

7.4 The following definitions apply to this Clause 7:

Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Group for the time being confidential to the Group and trade secrets including, without limitation, technical data and know-how relating to the business of the Group or any of its business contacts.

Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any

medium.

8. Construction

In this Agreement, unless the context otherwise requires:

(i) words and defined terms expressed in the singular number shall include the plural and vice versa, and words expressed in the masculine shall include the feminine and neuter gender and vice versa;

(ii) the term “including” shall be interpreted to mean “including (without limitation)” whenever such term appears in this Agreement (and the terms “include” and “includes” shall be similarly interpreted);

(iii) the words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and

(iv) the recital and the schedule, if relevant, are part of this Agreement and shall have effect accordingly.

4

9. Entire agreement

This Agreement constitutes the entire agreement and understanding between the parties to this Agreement and supersedes all previous agreements and understandings (if any and whether in writing or not) between the parties in relation to the matters contemplated by this Agreement.

10. Waiver

10.1 The rights of a party may be waived by such party only in writing and, specifically, the conduct of any one of the parties shall not be deemed a waiver of any of its rights pursuant to this Agreement and/or a waiver or consent on its part as to any breach or failure to meet any of the terms of this Agreement or an amendment hereto. A waiver by a party in respect of a breach by the other party of its obligations shall not be construed as a justification or excuse for a further breach of its obligations.

10.2 No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default by the other under this Agreement shall impair any such right or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring.

11. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

12. Notices

12.1 Any notice or certificate required to be given by the Company to the Consultant or by the Consultant to the Company shall be in writing giving it shall be sufficiently given or served if delivered to the address and attention of the other party set out in Clause 12.3 or as otherwise notified from time to time hereunder with specific reference to this Agreement. All notices under this Agreement shall be in the English language.

12.2 Any notice delivered personally shall be deemed to have been given at the time of such delivery. Any notice despatched by letter postage prepaid shall be deemed to have been given two (2) Business Days after posting. Any notice sent by e-mail shall be deemed to have been given upon the receipt of the sent confirmation by the e-mail account of the sender.

12.3 The initial addresses and e-mail addresses of the Company and the Consultant for the purpose of Clause 12.1 are as follows :-

To the Company:	Suite F, 16/F, Cameron Plaza, 23 Cameron Road,
	Tsim Sha Tsui, Hong Kong;
	Email:     bryan@everharvestgroup.com
	Attention:     Bryan Au
To the Consultant:	Room A, 11/F, Block 8,
	Site 2, Whampoa Garden,
	Hong Kong;
	Email:     alex.wh.lee@gmail.com
	Attention:     Lee Wai Hong Alex

5

12.4 Either party may change its address (or other details) to which notices can be sent to it by giving written notice of such change of address (or details) to the other party with specific reference to this Agreement and in the manner herein provided for giving notice.

13. Assignment

Neither party shall have the right to assign or transfer any of its rights hereunder.

14. Laws and Arbitration

14.1 This Agreement shall be interpreted and governed by the laws of the Hong Kong Special Administrative Region.

14.2 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be in Hong Kong. The number of arbitrators shall be three: one arbitrator shall be chosen by each party to the dispute and those two arbitrators shall choose the third arbitrator. The arbitration proceedings shall be conducted in English.

6

IN WITNESS WHEREOF the Company and the Consultant agree to the terms hereof.

For and on behalf of	)
the Company	)
and signed by Bryan Au,	)	/s/ Bryan Au
Director	)

Signed by	)
the Consultant, Lee Wai Hong Alex	)	/s/ Lee Wai Hong Alex

7

EX-10.7

Exhibit 10.7

DATE: 6 July 2022

(1) EVER HARVEST INTERNATIONAL GROUP INC.

and

(2) AU HAU YIN

CONSULTANCY AGREEMENT

THIS AGREEMENT dated 6^th July 2022

BETWEEN:

(1) Ever Harvest International Group Inc., a company incorporated in Nevada, USA (“Company”), whose business office is situated at Suite F, 16/F, Cameron Plaza, 23 Cameron Road, Tsim Sha Tsui, Hong Kong; and

(2) AU HAU YIN, whose Hong Kong SAR passport number is [***] and address is [***] (“Consultant”)

WHEREAS

(A) The Consultant wishes to provide consultancy services and advices to the Company (“TLGN”), and its subsidiaries (together, “Group”) for a period of 2 months in such terms and conditions hereinafter appearing.

(B) The Company wishes to appoint the Consultant for Services (as defined in Clause 1.1 below) in such terms and conditions hereinafter appearing.

IT IS HEREBY AGREED that:

1. Services

1.1 The Company hereby appoints the Consultant to provide the following services (“Services”):

(i)	Maintains all the financial documents of the Group;
(ii)	Works with Group’s appointed audit firm to generate reports;
(iii)	Develops investment plans for potential investors;
(iv)	Participates financial conferences; and
(v)	Assists in ad hoc projects as reasonably requested by the Group.

1.2 The Consultant shall report to the chief executive officer of TLGN (or such other person as shall be agreed between both parties).

2. Remuneration

2.1 Subject to Clause 4.3, the remuneration for the Services to be provided for the Tenure defined in Clause 4.1 shall be paid by the Company causing TLGN to issue to the Consultant a total of 8,712,000 ordinary shares of TLGN at a par value of US$0.001 each (“Shares”) within 30 days from the date of this Agreement (or such longer period as shall be required to fulfill the requirements under the relevant laws, regulations and rules in the United States of America for the issue of the Shares), provided that this Agreement is not terminated prior to any of the issuances of Shares above.

2.2 The Consultant acknowledges that none of the Shares may be offered or sold except pursuant to an effective registration statement under the Securities Act of 1933 of the United States of America (“Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

2.3 The Consultant has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks in the Shares, and has the ability to bear the economic risks of its investment decision and can afford the complete loss of such investment in the Shares.

______________

Portions of this exhibit, indicated by [***] have been redacted pursuant to a confidential treatment request.

2

2.4 The Company shall pay all the costs incurred in connection with removal of the restrictive and other legends on the certificates (or restrictions on transfer) of all the Shares issued to the Consultant, applying for and obtaining an effective registration statement for all such Shares, delivery and transmission of the certificates without restrictive and other legends (or of the registered Shares) to the Consultant’s broker, and all such other actions and things required to enable all such Shares to be tradable in the OTC Markets, Nasdaq or NYSE.

3. Expenses

The Company shall reimburse the Consultant forthwith for all proper and reasonable expenses actually incurred, with the prior approval of the chief executive officer of TLGN, by the Consultant in the performance of his duties upon presentation of supporting statements, receipts or vouchers. The Company shall make the reimbursement not later than the 7^th day of the month immediately after the supporting statements, receipts or vouchers are presented to the Company.

4. Tenure

4.1 This Agreement commences on 6 July 2022 ("Commencement Date”) and shall expire on 5 September 2022 (or such later date as shall be agreed between both parties in writing) (“Expiry Date”). In this Agreement, “Tenure” means the period from the Commencement Date to the Expiry Date (inclusive of both dates).

4.2 Any party may terminate this Agreement before the Expiry Date by giving not less than one month notice in writing to the other party, without prejudice to any right of the parties accrued before such notice of termination.

4.3 If this Agreement is terminated before the end of the Tenure, the Consultant shall be entitled to such number of Shares pro-rated for the duration during which he provides Services, and the remaining Shares issued to the Consultant shall be forfeited to the Company as of the effective date of such termination of the Agreement.

5. Independent Contractor

The Company and the Consultant declare and agree that the Consultant shall act as an independent contractor in the performance of its duties under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or the relationship of principal and agent, or employee and employer between the Company and the Consultant.

6. Non-Competition

6.1 The Consultant covenants and agrees not to consult or provide any services in any manner or capacity to a direct competitor of TLGN or any of its subsidiaries during the duration of this Agreement unless express written authorization to do so is given by the chief operating officer of TLGN. A direct competitor of TLGN or any of its subsidiaries for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that engages in any of the businesses of TLGN or any of its

subsidiaries.

6.2 The Consultant shall not attempt in any way to solicit instructions, either in his own right or on behalf of others, from any client or partner of TLGN or any of its subsidiaries in respect of projects or jobs being handled by TLGN or any of its subsidiaries, or in respect of which TLGN or any of its subsidiaries is pursuing instructions, during the duration of this Agreement.

6.3 The restrictions under Clauses 6.1 and 6.2 shall continue to apply for a period of one year after the termination of this Agreement.

3

7. Intellectual property

7.1 The Consultant shall give the Company full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time during the Tenure. The Consultant acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Group absolutely. To the extent that they do not vest automatically, the Consultant holds them on trust for the Group. The Consultant agrees promptly to execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this Clause 7.1.

7.2 The Consultant hereby irrevocably waives all moral rights (and all similar rights in any jurisdiction) which he has or will have in any existing or future works referred to in Clause 7.1.

7.3 The Consultant irrevocably appoints the Company to be his attorney in his name and on his behalf to execute documents, use the Consultant's name and do all things which are necessary or desirable for the Group to obtain for itself or its nominee the full benefit of this Clause 7. A certificate in writing, signed by any director or the secretary of the Company, that any instrument or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case so far as any third party is concerned.

7.4 The following definitions apply to this Clause 7:

Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Group for the time being confidential to the Group and trade secrets including, without limitation, technical data and know-how relating to the business of the Group or any of its business contacts.

Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any

medium.

8. Construction

In this Agreement, unless the context otherwise requires:

(i)	words and defined terms expressed in the singular number shall include the plural and vice versa, and words expressed in the masculine shall include the feminine and neuter gender and vice versa;
(ii)	the term “including” shall be interpreted to mean “including (without limitation)” whenever such term appears in this Agreement (and the terms “include” and “includes” shall be similarly interpreted);
(iii)	the words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and
(iv)	the recital and the schedule, if relevant, are part of this Agreement and shall have effect accordingly.

4

9. Entire agreement

This Agreement constitutes the entire agreement and understanding between the parties to this Agreement and supersedes all previous agreements and understandings (if any and whether in writing or not) between the parties in relation to the matters contemplated by this Agreement.

10. Waiver

10.1 The rights of a party may be waived by such party only in writing and, specifically, the conduct of any one of the parties shall not be deemed a waiver of any of its rights pursuant to this Agreement and/or a waiver or consent on its part as to any breach or failure to meet any of the terms of this Agreement or an amendment hereto. A waiver by a party in respect of a breach by the other party of its obligations shall not be construed as a justification or excuse for a further breach of its obligations.

10.2 No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default by the other under this Agreement shall impair any such right or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring.

11. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

12. Notices

12.1 Any notice or certificate required to be given by the Company to the Consultant or by the Consultant to the Company shall be in writing giving it shall be sufficiently given or served if delivered to the address and attention of the other party set out in Clause 12.3 or as otherwise notified from time to time hereunder with specific reference to this Agreement. All notices under this Agreement shall be in the English language.

12.2 Any notice delivered personally shall be deemed to have been given at the time of such delivery. Any notice despatched by letter postage prepaid shall be deemed to have been given two (2) Business Days after posting. Any notice sent by e-mail shall be deemed to have been given upon the receipt of the sent confirmation by the e-mail account of the sender.

12.3 The initial addresses and e-mail addresses of the Company and the Consultant for the purpose of Clause 12.1 are as follows :-

To the Company:	Suite F, 16/F, Cameron Plaza, 23 Cameron Road,
	Tsim Sha Tsui, Hong Kong;
	Email:     bryan@everharvestgroup.com
	Attention:     Bryan Au
To the Consultant:	Flat E, 40/F, Block 3, Island Resort
	Siu Sai Wan Road, Siu Sai Wan
	Hong Kong;
	Email:     hesterau@gmail.com
	Attention:     Hester Au

5

12.4 Either party may change its address (or other details) to which notices can be sent to it by giving written notice of such change of address (or details) to the other party with specific reference to this Agreement and in the manner herein provided for giving notice.

13. Assignment

Neither party shall have the right to assign or transfer any of its rights hereunder.

14. Laws and Arbitration

14.1 This Agreement shall be interpreted and governed by the laws of the Hong Kong Special Administrative Region.

14.2 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be in Hong Kong. The number of arbitrators shall be three: one arbitrator shall be chosen by each party to the dispute and those two arbitrators shall choose the third arbitrator. The arbitration proceedings shall be conducted in English.

6

IN WITNESS WHEREOF the Company and the Consultant agree to the terms hereof.

For and on behalf of	)
the Company	)
and signed by Bryan Au,	)	/s/ Bryan Au
Director	)

Signed by	)
the Consultant, Au Hau Yin	)	/s/ Au Hau Yin

7

EX-10.8

Exhibit 10.8

DATE: 4 July 2022

(1) EVER HARVEST INTERNATIONAL GROUP INC.

and

(2) LI KWOK WAI JACQUELINE

CONSULTANCY AGREEMENT

THIS AGREEMENT dated 6^th July 2022

BETWEEN:

(1) Ever Harvest International Group Inc., a company incorporated in Nevada, USA (“Company”), whose business office is situated at Suite F, 16/F, Cameron Plaza, 23 Cameron Road, Tsim Sha Tsui, Hong Kong; and

(2) LI KWOK WAI JACQUELINE, whose Hong Kong SAR passport number is [***] and address is [***] (“Consultant”).

WHEREAS

(A) The Consultant wishes to provide consultancy services and advices to the Company (“TLGN”), and its subsidiaries (together, “Group”) for a period of 2 months in such terms and conditions hereinafter appearing.

(B) The Company wishes to appoint the Consultant for Services (as defined in Clause 1.1 below) in such terms and conditions hereinafter appearing.

IT IS HEREBY AGREED that:

1. Services

1.1 The Company hereby appoints the Consultant to provide the following services (“Services”):

(i)	formulates the Group’s advertising and promotion strategy;
(ii)	maintains relationship with leading advertising companies and PR companies to generate market awareness for the Group;
(iii)	controls advertising & promotion budget;
(iv)	participates in conferences and events; and
(v)	assists in ad hoc projects as reasonably requested by the Group;

1.2 The Consultant shall report to the chief executive officer of TLGN (or such other person as shall be agreed between both parties).

2. Remuneration

2.1 Subject to Clause 4.3, the remuneration for the Services to be provided for the Tenure defined in Clause 4.1 shall be paid by the Company causing TLGN to issue to the Consultant a total of 8,653,000 ordinary shares of TLGN at a par value of US$0.001 each (“Shares”) within 30 days from the date of this Agreement (or such longer period as shall be required to fulfill the requirements under the relevant laws, regulations and rules in the United States of America for the issue of the Shares), provided that this Agreement is not terminated prior to any of the issuances of Shares above.

2.2 The Consultant acknowledges that none of the Shares may be offered or sold except pursuant to an effective registration statement under the Securities Act of 1933 of the United States of America (“Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

2.3 The Consultant has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks in the Shares, and has the ability to bear the economic risks of its investment decision and can afford the complete loss of such investment in the Shares.

______________

Portions of this exhibit, indicated by [***] have been redacted pursuant to a confidential treatment request.

2

2.4 The Company shall pay all the costs incurred in connection with removal of the restrictive and other legends on the certificates (or restrictions on transfer) of all the Shares issued to the Consultant, applying for and obtaining an effective registration statement for all such Shares, delivery and transmission of the certificates without restrictive and other legends (or of the registered Shares) to the Consultant’s broker, and all such other actions and things required to enable all such Shares to be tradable in the OTC Markets, Nasdaq or NYSE.

3. Expenses

The Company shall reimburse the Consultant forthwith for all proper and reasonable expenses actually incurred, with the prior approval of the chief executive officer of TLGN, by the Consultant in the performance of his duties upon presentation of supporting statements, receipts or vouchers. The Company shall make the reimbursement not later than the 7^th day of the month immediately after the supporting statements, receipts or vouchers are presented to the Company.

4. Tenure

4.1 This Agreement commences on 4 July 2022 ("Commencement Date”) and shall expire on 3 September 2022 (or such later date as shall be agreed between both parties in writing) (“Expiry Date”). In this Agreement, “Tenure” means the period from the Commencement Date to the Expiry Date (inclusive of both dates).

4.2 Any party may terminate this Agreement before the Expiry Date by giving not less than one month notice in writing to the other party, without prejudice to any right of the parties accrued before such notice of termination.

4.3 If this Agreement is terminated before the end of the Tenure, the Consultant shall be entitled to such number of Shares pro-rated for the duration during which he provides Services, and the remaining Shares issued to the Consultant shall be forfeited to the Company as of the effective date of such termination of the Agreement.

5. Independent Contractor

The Company and the Consultant declare and agree that the Consultant shall act as an independent contractor in the performance of its duties under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or the relationship of principal and agent, or employee and employer between the Company and the Consultant.

6. Non-Competition

6.1 The Consultant covenants and agrees not to consult or provide any services in any manner or capacity to a direct competitor of TLGN or any of its subsidiaries during the duration of this Agreement unless express written authorization to do so is given by the chief operating officer of TLGN. A direct competitor of TLGN or any of its subsidiaries for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that engages in any of the businesses of TLGN or any of its

subsidiaries.

6.2 The Consultant shall not attempt in any way to solicit instructions, either in his own right or on behalf of others, from any client or partner of TLGN or any of its subsidiaries in respect of projects or jobs being handled by TLGN or any of its subsidiaries, or in respect of which TLGN or any of its subsidiaries is pursuing instructions, during the duration of this Agreement.

6.3 The restrictions under Clauses 6.1 and 6.2 shall continue to apply for a period of one year after the termination of this Agreement.

3

7. Intellectual property

7.1 The Consultant shall give the Company full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time during the Tenure. The Consultant acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Group absolutely. To the extent that they do not vest automatically, the Consultant holds them on trust for the Group. The Consultant agrees promptly to execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this Clause 7.1.

7.2 The Consultant hereby irrevocably waives all moral rights (and all similar rights in any jurisdiction) which he has or will have in any existing or future works referred to in Clause 7.1.

7.3 The Consultant irrevocably appoints the Company to be his attorney in his name and on his behalf to execute documents, use the Consultant's name and do all things which are necessary or desirable for the Group to obtain for itself or its nominee the full benefit of this Clause 7. A certificate in writing, signed by any director or the secretary of the Company, that any instrument or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case so far as any third party is concerned.

7.4 The following definitions apply to this Clause 7:

Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Group for the time being confidential to the Group and trade secrets including, without limitation, technical data and know-how relating to the business of the Group or any of its business contacts.

Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any

medium.

8. Construction

In this Agreement, unless the context otherwise requires:

(i)	words and defined terms expressed in the singular number shall include the plural and vice versa, and words expressed in the masculine shall include the feminine and neuter gender and vice versa;
(ii)	the term “including” shall be interpreted to mean “including (without limitation)” whenever such term appears in this Agreement (and the terms “include” and “includes” shall be similarly interpreted);
(iii)	the words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and
(iv)	the recital and the schedule, if relevant, are part of this Agreement and shall have effect accordingly.

4

9. Entire agreement

This Agreement constitutes the entire agreement and understanding between the parties to this Agreement and supersedes all previous agreements and understandings (if any and whether in writing or not) between the parties in relation to the matters contemplated by this Agreement.

10. Waiver

10.1 The rights of a party may be waived by such party only in writing and, specifically, the conduct of any one of the parties shall not be deemed a waiver of any of its rights pursuant to this Agreement and/or a waiver or consent on its part as to any breach or failure to meet any of the terms of this Agreement or an amendment hereto. A waiver by a party in respect of a breach by the other party of its obligations shall not be construed as a justification or excuse for a further breach of its obligations.

10.2 No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default by the other under this Agreement shall impair any such right or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring.

11. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

12. Notices

12.1 Any notice or certificate required to be given by the Company to the Consultant or by the Consultant to the Company shall be in writing giving it shall be sufficiently given or served if delivered to the address and attention of the other party set out in Clause 12.3 or as otherwise notified from time to time hereunder with specific reference to this Agreement. All notices under this Agreement shall be in the English language.

12.2 Any notice delivered personally shall be deemed to have been given at the time of such delivery. Any notice despatched by letter postage prepaid shall be deemed to have been given two (2) Business Days after posting. Any notice sent by e-mail shall be deemed to have been given upon the receipt of the sent confirmation by the e-mail account of the sender.

12.3 The initial addresses and e-mail addresses of the Company and the Consultant for the purpose of Clause 12.1 are as follows :-

To the Company:	Suite F, 16/F, Cameron Plaza, 23 Cameron Road,
	Tsim Sha Tsui, Hong Kong;
	Email:     bryan@everharvestgroup.com
	Attention:     Bryan Au
To the Consultant:	Flat 40E, Tower 3, Island Resort
	28 Siu Sai Wan Road, Chai Wan
	Hong Kong;
	Email:     jackiemk.138@gmail.com
	Attention:     Jacqueline Li

5

12.4 Either party may change its address (or other details) to which notices can be sent to it by giving written notice of such change of address (or details) to the other party with specific reference to this Agreement and in the manner herein provided for giving notice.

13. Assignment

Neither party shall have the right to assign or transfer any of its rights hereunder.

14. Laws and Arbitration

14.1 This Agreement shall be interpreted and governed by the laws of the Hong Kong Special Administrative Region.

14.2 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be in Hong Kong. The number of arbitrators shall be three: one arbitrator shall be chosen by each party to the dispute and those two arbitrators shall choose the third arbitrator. The arbitration proceedings shall be conducted in English.

6

IN WITNESS WHEREOF the Company and the Consultant agree to the terms hereof.

For and on behalf of	)
the Company	)
and signed by Bryan Au,	)	/s/ Bryan Au
Director	)

Signed by	)
the Consultant, Jacqueline Li	)	/s/ Jacqueline Li

7

EX-21

Exhibit 21

Subsidiaries

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of registered/ paid up share capital	Effective interest held
Ever Harvest Capital Group Limited	British Virgin Islands	Investment holding	10,000 ordinary shares at par value of US$1	100%
K I.T. Network Limited	Hong Kong	Provision of information technology services for the education industry	101,364 ordinary shares for HK$2,100,000	100%
Ever Harvest Holdings Group Limited	Hong Kong	Dormant	[*]	100%
Baymate AI Limited	Hong Kong	Dormant	100 ordinary shares for HK$1	100%

EX-31.1

Exhibit 31.1

EVER HARVEST INTERNATIONAL GROUP INC.
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A),
AS ADOPTED PURSUANT TO
RULE 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chi Tong AU, certify that:

1. I have reviewed this Form 10-Q of Ever Harvest International Group 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 year 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 year 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the year 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 our 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 our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the year 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; and

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.

	By:	/s/ Chi Tong AU
Date: November 18, 2022	Name: Title:	Chi Tong AU Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

EVER HARVEST INTERNATIONAL GROUP INC.
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A),
AS ADOPTED PURSUANT TO
RULE 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Parkson Tak Yin YIP, certify that:

1. I have reviewed this Form 10-Q of Ever Harvest International Group 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 year 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 year 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the year 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 our 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 our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the year 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; and

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.

	By:	/s/ Parkson Tak Yin YIP
Date: November 18, 2022	Name: Title:	Parkson Tak Yin YIP Chief Financial Officer (Principal Executive Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Chi Tong AU, Chief Executive Officer and Secretary of Ever Harvest International Group Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the quarterly report on Form 10-Q of Ever Harvest International Group Inc. for the period ended September 30, 2022 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Ever Harvest International Group Inc.

Dated: November 18, 2022

/s/ Chi Tong AU

Chi Tong AU

Chief Executive Officer,

Secretary and Director

(Principal Executive Officer Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Parkson Tak Yin YIP, Chief Financial Officer of Ever Harvest International Group Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the quarterly report on Form 10-Q of Ever Harvest International Group Inc. for the period ended September 30, 2022 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Ever Harvest International Group Inc.

Dated: November 18, 2022

/s/ Parkson Tak Yin YIP

Parkson Tak Yin YIP

Chief Financial Officer

(Principal Financial Officer)

XML

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-56362
Entity Registrant Name	EVER HARVEST INTERNATIONAL GROUP INC.
Entity Central Index Key	0001411165
Entity Tax Identification Number	30-1282601
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Suite F, 16/F, Cameron Plaza
Entity Address, Address Line Two	23 Cameron Road
Entity Address, City or Town	Tsim Sha Tsui
Entity Address, Country	HK
Entity Address, Postal Zip Code	00000
City Area Code	852
Local Phone Number	2732 0018
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		296,748,183

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Accounts receivable	$ 38,218	$ 0
Cash and cash equivalents	6	7,504
Total current assets	38,224	7,504
TOTAL ASSETS	38,224	7,504
Current liabilities:
Accrued liabilities and other payables	113,991	81,473
Total current liabilities	113,991	81,473
TOTAL LIABILITIES	113,991	81,473
Commitments and contingencies	0	0
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.001, 740,000,000 shares authorized, 466,821,783 shares and 296,748,183 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	466,822	296,748
Additional paid-in capital	6,364,398	2,288,255
Deferred compensation	(616,634)	(299,667)
Accumulated other comprehensive loss	(1,911)	(1,866)
Accumulated deficit	(6,288,442)	(2,357,439)
Stockholders’ deficit	(75,767)	(73,969)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	38,224	7,504
Series C Preferred Stock [Member]
STOCKHOLDERS’ DEFICIT
Preferred Stock, Value, Issued	0	0
Series E Preferred Stock [Member]
STOCKHOLDERS’ DEFICIT
Preferred Stock, Value, Issued	0	0
Series F Preferred Stock [Member]
STOCKHOLDERS’ DEFICIT
Preferred Stock, Value, Issued	$ 0	$ 0

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	740,000,000	740,000,000
Common Stock, Shares, Issued	466,821,783	296,748,183
Common Stock, Shares, Outstanding	466,821,783	296,748,183
Series C Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	1	1
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Series E Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	1	1
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Series F Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	1	1
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

XML

ONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue, net	$ 42,242	$ 23,774	$ 124,155	$ 84,907
Cost of revenue	(18,350)	(19,283)	(102,392)	(59,548)
Gross profit (loss)	23,892	4,491	21,763	25,359
Operating expenses:
General and administrative expenses	(8,038)	(4,160)	(24,096)	(144,131)
Stock-based compensation	(3,749,450)	0	(3,929,250)	0
Professional fee	0	0	(843)	(3,775)
Total operating expenses	(3,757,488)	(4,160)	(3,954,189)	(147,906)
Other income:
Sundry income	1,020	0	1,423	954
Interest expense	0	(5)	0	(5)
Total other income	1,020	(5)	1,423	949
(LOSS) INCOME BEFORE INCOME TAXES	(3,732,576)	326	(3,931,003)	(121,598)
Income tax expense	0	0	0	0
NET (LOSS) INCOME	(3,732,576)	326	(3,931,003)	(121,598)
Other comprehensive loss:
– Foreign currency adjustment loss	(54)	(60)	(45)	(172)
COMPREHENSIVE (LOSS) INCOME	$ (3,732,630)	$ 266	$ (3,931,048)	$ (121,770)
Weighted average common shares outstanding
– Basic	322,813,801	220,859,583	322,813,801	220,859,583
– Diluted	322,813,801	220,859,583	322,813,801	220,859,583

XML

ONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (Unaudited) (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Earnings Per Share, Basic	$ (0.01)	$ 0.00	$ (0.01)	$ (0.00)
Earnings Per Share, Diluted	$ (0.01)	$ 0.00	$ (0.01)	$ (0.00)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (3,931,003)	$ (121,598)
Adjustments to reconcile net loss to net cash used in operating activities
Stock based compensation	3,929,250	0
Change in operating assets and liabilities:
Accounts receivable	(38,218)	0
Accrued liabilities and other payables	32,518	(11,745)
Net cash used in operating activities	(7,453)	(133,343)
Cash flows from financing activities:
Advance from a director	0	134,647
Net cash provided by financing activities	0	134,647
Foreign currency translation adjustment	(45)	(172)
Net change in cash and cash equivalents	(7,453)	1,132
BEGINNING OF PERIOD	7,504	10
END OF PERIOD	6	1,142
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	0	0
Cash paid for interest	$ 0	$ 0

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Deferred Compensation [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 220,859		$ (503)	$ (120,093)		$ 100,263
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	220,859,583
Foreign currency translation adjustment			(400)			(400)
Net loss for the period				5,631		5,631
Ending balance, value at Mar. 31, 2021	$ 220,859		(903)	(114,462)		105,494
Shares, Outstanding, Ending Balance at Mar. 31, 2021	220,859,583
Beginning balance, value at Dec. 31, 2020	$ 220,859		(503)	(120,093)		100,263
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	220,859,583
Foreign currency translation adjustment						(172)
Net loss for the period						(121,598)
Ending balance, value at Sep. 30, 2021	$ 220,859	11,597	(675)	(241,691)		(9,910)
Shares, Outstanding, Ending Balance at Sep. 30, 2021	220,859,583
Beginning balance, value at Mar. 31, 2021	$ 220,859		(903)	(114,462)		105,494
Shares, Outstanding, Beginning Balance at Mar. 31, 2021	220,859,583
Foreign currency translation adjustment			288			288
Capital injection		11,597				11,597
Net loss for the period				(127,555)		(127,555)
Ending balance, value at Jun. 30, 2021	$ 220,859	11,597	(615)	(242,017)		(10,176)
Shares, Outstanding, Ending Balance at Jun. 30, 2021	220,859,583
Foreign currency translation adjustment			(60)			(60)
Net loss for the period				326		326
Ending balance, value at Sep. 30, 2021	$ 220,859	11,597	(675)	(241,691)		(9,910)
Shares, Outstanding, Ending Balance at Sep. 30, 2021	220,859,583
Beginning balance, value at Dec. 31, 2021	$ 296,748	2,288,255	(1,866)	(2,357,439)	(299,667)	(73,969)
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	296,748,183
Amortization of deferred compensation					89,900	89,900
Foreign currency translation adjustment			27			27
Net loss for the period				(105,814)		(105,814)
Ending balance, value at Mar. 31, 2022	$ 296,748	2,288,255	(1,839)	(2,463,253)	(209,767)	(89,856)
Shares, Outstanding, Ending Balance at Mar. 31, 2022	296,748,183
Beginning balance, value at Dec. 31, 2021	$ 296,748	2,288,255	(1,866)	(2,357,439)	(299,667)	(73,969)
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	296,748,183
Foreign currency translation adjustment						(45)
Net loss for the period						(3,931,003)
Ending balance, value at Sep. 30, 2022	$ 466,822	6,364,398	(1,911)	(6,288,442)	(616,634)	(75,767)
Shares, Outstanding, Ending Balance at Sep. 30, 2022	466,821,783
Beginning balance, value at Mar. 31, 2022	$ 296,748	2,288,255	(1,839)	(2,463,253)	(209,767)	(89,856)
Shares, Outstanding, Beginning Balance at Mar. 31, 2022	296,748,183
Amortization of deferred compensation					89,900	89,900
Foreign currency translation adjustment			(18)			(18)
Net loss for the period				(92,613)		(92,613)
Ending balance, value at Jun. 30, 2022	$ 296,748	2,288,255	(1,857)	(2,555,866)	(119,867)	(92,587)
Shares, Outstanding, Ending Balance at Jun. 30, 2022	296,748,183
Amortization of deferred compensation					89,900	89,900
Foreign currency translation adjustment			(54)			(54)
Net loss for the period				(3,732,576)		(3,732,576)
Stock-based compensation	$ 170,074	4,076,143			(586,667)	3,659,550
Shares, Outstanding, Beginning Balance	170,073,600
Ending balance, value at Sep. 30, 2022	$ 466,822	$ 6,364,398	$ (1,911)	$ (6,288,442)	$ (616,634)	$ (75,767)
Shares, Outstanding, Ending Balance at Sep. 30, 2022	466,821,783

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BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

NOTE－1 BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the consolidated balance sheet as of December 31, 2021 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2022 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Amended Annual Report on Form 10-K for the year ended December 31, 2021, as filed on May 20, 2022.

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ORGANIZATION AND BUSINESS BACKGROUND

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS BACKGROUND

NOTE－2 ORGANIZATION AND BUSINESS BACKGROUND

Ever Harvest International Group Inc. (the “Company”) was incorporated in the State of Nevada on September 6, 2002 under the name Chieflive, Inc. On July 26, 2007, the Company changed its name to Naturally Iowa, Inc. and on September 22, 2010, the Company changed its name to Totally Green, Inc. Further, on October 14, 2022, the Company changed its name to Ever Harvest International Group Inc.

Currently, the Company through its subsidiaries, principally provides and designs the education kids with Ai-technology aids.

Description of subsidiaries 

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of registered/ paid up share capital	Effective interest held
Ever Harvest Capital Group Limited	British Virgin Islands	Investment holding	10,000 ordinary shares at par value of US$1	100%
K I.T. Network Limited	Hong Kong	Provision of information technology services for the education industry	101,364 ordinary shares for HK$2,100,000	100%
Ever Harvest Holdings Group Limited	Hong Kong	Dormant	100 ordinary shares for HK$1	100%
Baymate AI Limited	Hong Kong	Dormant	100 ordinary shares for HK$1	100%

Ever Harvest Holdings Group Limited and its’ subsidiary Baymate AI Limited was incorporated in Hong Kong on July 22, 2021 and July 27, 2021 respectively. All of the shares in Ever Harvest Holdings Group was transferred to Ever Harvest Capital Group Limited on June 9, 2022. The Company and its subsidiaries are hereinafter referred to as (the “Company”).

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE－3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

· Basis of presentation

These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

· Use of estimates and assumptions

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

· Basis of consolidation

The condensed consolidated financial statements include the accounts of TLGN and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

· Cash and cash equivalents

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

· Revenue recognition

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

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

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

· recognize revenue as the performance obligation is satisfied.

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

Revenue is earned from the rendering of IT project services to the customers. The Company recognizes services revenue over the period in which such services are performed under fixed price contracts.

· Income taxes

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

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

· Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the nine months ended September 30, 2022 and 2021.

· Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations.

The reporting currency of the Company is United States Dollar ("US$") and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

Translation of amounts from HKD into US$ has been made at the following exchange rates for the nine months ended September 30, 2022 and 2021: 

	September 30, 2022		September 30, 2021
Period-end HKD:US$ exchange rate		0.1274		0.1284
Average HKD:US$ exchange rate		0.1277		0.1287

· Comprehensive income

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

· Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in the condensed consolidated financial statements. For the nine months ended September 30, 2022 and 2021, the Company operates in one reportable operating segment in Hong Kong.

· Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

· Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

· Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

· Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

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GOING CONCERN UNCERTAINTIES

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN UNCERTAINTIES

NOTE－4 GOING CONCERN UNCERTAINTIES

The Company’s unaudited condensed consolidated financial statements as of September 30, 2022 been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has suffered from a working capital deficit of $75,767 as of September 30, 2022 and incurred a net loss of $3,931,003 for the nine months ended September 30, 2022.

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 and the continued financial support from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

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STOCKHOLDERS’ EQUITY (DEFICIT)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE－5 STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock

The Company’s authorized shares were 10,000,000 shares of preferred stock, with a par value of $0.001.

The Company has designated 1 share of its preferred stock as Series C Preferred Stock.

The Company has designated 1share of its preferred stock as Series E Preferred Stock.

The Company has designated 1 share of its preferred stock as Series F Preferred Stock.

As of September 30, 2022 and December 31, 2021, the Company had 0 and 0 share of Series C Preferred Stock issued and outstanding, respectively.

As of September 30, 2022 and December 31, 2021, the Company had 0 and 0 share of Series E Preferred Stock issued and outstanding, respectively.

As of September 30, 2022 and December 31, 2021, the Company had 0 and 0 share of Series F Preferred Stock issued and outstanding, respectively.

Common stock

The Company’s authorized shares were 740,000,000 shares of common stock, with a par value of $0.001.

In January 2022, the Company issued 75,888,600 shares of its common stock to certain officers and consultants to compensate their services rendered or to be rendered. In August 2022, the Company issued 170,073,600 shares of its common stock to certain officers and consultants to compensate their services rendered or to be rendered. For the nine months ended September 30, 2022, the Company recorded the stock-based compensation of $3,929,250 for the vested service. As of September 30, 2022, the deferred compensation totaled $616,634 and will be amortized as expense over the remaining service period.

As of September 30, 2022 and December 31, 2021, the Company had 466,821,783 and 296,748,183 shares of common stock issued and outstanding, respectively.

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INCOME TAX

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE－6 INCOME TAX

The provision for income taxes consisted of the following: 

	Nine Months ended September 30,
	2022		2021
Current tax	$	–	$	–
Deferred tax		–		–
Income tax expense	$	–	$	–

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly operates in Hong Kong that is subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

TLGN is registered in the State of Nevada and is subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company.

For the nine months ended September 30, 2022 and 2021, there were no operating incomes.

BVI

Under the current BVI law, the Company is not subject to tax on income.

Hong Kong

The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the nine months ended September 30, 2022 and 2021 is as follows: 

	Nine Months ended September 30,
	2022			2021
Loss before income taxes	$	(22,247	)	$	(121,598	)
Statutory income tax rate		16.5%			16.5%
Income tax expense at statutory rate		(3,671	)		(20,064	)
Net operating loss for valuation allowance		3,671			20,064
Income tax expense	$	–		$	–

The following table sets forth the significant components of the deferred tax assets of the Company as of September 30, 2022 and December 31, 2021: 

	September 30, 2022			December 31, 2021
				(Audited)
Deferred tax assets:
Net operating loss carryforwards – US tax regime (overseas)	$	1,261,288		$	431,105
Net operating loss carryforwards – Hong Kong tax regime (overseas)		48,092			44,421
Less: valuation allowance		(1,309,380	)		(475,526	)
Deferred tax assets, net	$	–		$	–

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE－7 RELATED PARTY TRANSACTIONS

During the three months ended September 30, 2022 and 2021, the Company earned revenues of $42,242 and $23,774 from a related company, which is controlled by a common director, who was the former director of the Company’s subsidiary.

During the nine months ended September 30, 2022 and 2021, the Company earned revenues of $124,155 and $84,907 from a related company, which is controlled by a common director, who was the former director of the Company’s subsidiary.

During the three months ended September 30, 2022 and 2021, the Company paid costs of $0 to a related company, which is controlled by the former director of the Company’s subsidiary.

During the nine months ended September 30, 2022 and 2021, the Company paid costs of $63,820 and $1,391 to a related company, which is controlled by the former director of the Company’s subsidiary.

During the three and nine months ended September 30, 2022 and 2021, the Company was provided with a free office premises for operating use, by the former director of the Company’s subsidiary.

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

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CONCENTRATIONS OF RISK

9 Months Ended

Sep. 30, 2022

Risks and Uncertainties [Abstract]

CONCENTRATIONS OF RISK

NOTE－8 CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the three and nine months ended September 30, 2022, there was one customer (related party) exceeding 10% of the Company’s revenue. This customer accounted for 100% of the Company’s revenue amounting to $42,242 and $124,155 respectively .

For the three and nine months ended September 30, 2021, there was one customer (related party) exceeding 10% of the Company’s revenue. This customer accounted for 100% of the Company’s revenue amounting to $23,774 and $84,907 respectively.

All of the Company’s customers are located in Hong Kong.

(b) Major vendor

For the three and nine months ended September 30, 2022, there was one vendor (related party) exceeding 10% of the Company’s cost of revenue. This customer accounted for 100% of the Company’s cost of revenue amounting to $5,200 and $89,242 respectively.

For the three and nine months ended September 30, 2021, there was one vendor (related party) exceeding 10% of the Company’s cost of revenue. This customer accounted for 100% of the Company’s cost of revenue amounting to $19,283 and $59,548 respectively.

All of the Company’s vendors are located in Hong Kong.

(c) Economic and political risk

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

(d) Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE－9 COMMITMENTS AND CONTINGENCIES

As of September 30, 2022, the Company has no material commitments or contingencies.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE－10 SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2022, up through the date the Company issued the unaudited condensed consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of presentation

· Basis of presentation

These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Use of estimates and assumptions

· Use of estimates and assumptions

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

Basis of consolidation

· Basis of consolidation

The condensed consolidated financial statements include the accounts of TLGN and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

Cash and cash equivalents

· Cash and cash equivalents

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

Revenue recognition

· Revenue recognition

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

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

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

· recognize revenue as the performance obligation is satisfied.

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

Revenue is earned from the rendering of IT project services to the customers. The Company recognizes services revenue over the period in which such services are performed under fixed price contracts.

Income taxes

· Income taxes

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

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Uncertain tax positions

· Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the nine months ended September 30, 2022 and 2021.

Foreign currencies translation

· Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations.

The reporting currency of the Company is United States Dollar ("US$") and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

Translation of amounts from HKD into US$ has been made at the following exchange rates for the nine months ended September 30, 2022 and 2021: 

	September 30, 2022		September 30, 2021
Period-end HKD:US$ exchange rate		0.1274		0.1284
Average HKD:US$ exchange rate		0.1277		0.1287

Comprehensive income

· Comprehensive income

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Segment reporting

· Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in the condensed consolidated financial statements. For the nine months ended September 30, 2022 and 2021, the Company operates in one reportable operating segment in Hong Kong.

Related parties

· Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

· Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Fair value of financial instruments

· Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

Recent accounting pronouncements

· Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

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ORGANIZATION AND BUSINESS BACKGROUND (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of subsidiaries

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of registered/ paid up share capital	Effective interest held
Ever Harvest Capital Group Limited	British Virgin Islands	Investment holding	10,000 ordinary shares at par value of US$1	100%
K I.T. Network Limited	Hong Kong	Provision of information technology services for the education industry	101,364 ordinary shares for HK$2,100,000	100%
Ever Harvest Holdings Group Limited	Hong Kong	Dormant	100 ordinary shares for HK$1	100%
Baymate AI Limited	Hong Kong	Dormant	100 ordinary shares for HK$1	100%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Schedule of exchange rates used for translation amounts

	September 30, 2022		September 30, 2021
Period-end HKD:US$ exchange rate		0.1274		0.1284
Average HKD:US$ exchange rate		0.1277		0.1287

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INCOME TAX (Tables)

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Provision for income taxes

	Nine Months ended September 30,
	2022		2021
Current tax	$	–	$	–
Deferred tax		–		–
Income tax expense	$	–	$	–

Reconciliation of income tax expense

	Nine Months ended September 30,
	2022			2021
Loss before income taxes	$	(22,247	)	$	(121,598	)
Statutory income tax rate		16.5%			16.5%
Income tax expense at statutory rate		(3,671	)		(20,064	)
Net operating loss for valuation allowance		3,671			20,064
Income tax expense	$	–		$	–

Components of deferred tax assets

	September 30, 2022			December 31, 2021
				(Audited)
Deferred tax assets:
Net operating loss carryforwards – US tax regime (overseas)	$	1,261,288		$	431,105
Net operating loss carryforwards – Hong Kong tax regime (overseas)		48,092			44,421
Less: valuation allowance		(1,309,380	)		(475,526	)
Deferred tax assets, net	$	–		$	–

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ORGANIZATION AND BUSINESS BACKGROUND (Details)	9 Months Ended
	Sep. 30, 2022
Ever Harvest Capital Group Limited [Member]
Subsidiary Name	Ever Harvest Capital Group Limited
Place Of Incorporation	British Virgin Islands
Principal Activity	Investment holding
Place Of Incorporation	10,000 ordinary shares at par value of US$1
Equity Method Investment, Ownership Percentage	100.00%
K I T Network Limited [Member]
Subsidiary Name	K I.T. Network Limited
Place Of Incorporation	Hong Kong
Principal Activity	Provision of information technology services for the education industry
Place Of Incorporation	101,364 ordinary shares for HK$2,100,000
Equity Method Investment, Ownership Percentage	100.00%
Ever Harvest Holdings Group Limited [Member]
Subsidiary Name	Ever Harvest Holdings Group Limited
Place Of Incorporation	Hong Kong
Principal Activity	Dormant
Place Of Incorporation	100 ordinary shares for HK$1
Equity Method Investment, Ownership Percentage	100.00%
Baymate A I Limited [Member]
Subsidiary Name	Baymate AI Limited
Place Of Incorporation	Hong Kong
Principal Activity	Dormant
Place Of Incorporation	100 ordinary shares for HK$1
Equity Method Investment, Ownership Percentage	100.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Sep. 30, 2022	Sep. 30, 2021
Period End [Member]
Intercompany Foreign Currency Balance [Line Items]
Foreign Currency Exchange Rate, Translation	0.1274	0.1284
Period Average [Member]
Intercompany Foreign Currency Balance [Line Items]
Foreign Currency Exchange Rate, Translation	0.1277	0.1287

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GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit	$ 75,767						$ 75,767
Net Income (Loss) Attributable to Parent	$ 3,732,576	$ 92,613	$ 105,814	$ (326)	$ 127,555	$ (5,631)	$ 3,931,003	$ 121,598

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STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
	Aug. 31, 2022	Jan. 31, 2022	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred Stock, Shares Authorized			10,000,000	10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share			$ 0.001	$ 0.001	$ 0.001
Common Stock, Shares Authorized			740,000,000	740,000,000	740,000,000
Common Stock, Par or Stated Value Per Share			$ 0.001	$ 0.001	$ 0.001
Number of shares issued for compensation, value			$ 3,659,550
Deferred Compensation Liability, Current			$ 616,634	$ 616,634
Common Stock, Shares, Issued			466,821,783	466,821,783	296,748,183
Common Stock, Shares, Outstanding			466,821,783	466,821,783	296,748,183
Officers And Consultants [Member]
Class of Stock [Line Items]
Number of shares issued for compensation	170,073,600	75,888,600
Number of shares issued for compensation, value				$ 3,929,250
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized			1	1	1
Preferred Stock, Par or Stated Value Per Share			$ 0.001	$ 0.001	$ 0.001
Preferred Stock, Shares Issued			0	0	0
Preferred Stock, Shares Outstanding			0	0	0
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized			1	1	1
Preferred Stock, Par or Stated Value Per Share			$ 0.001	$ 0.001	$ 0.001
Preferred Stock, Shares Issued			0	0	0
Preferred Stock, Shares Outstanding			0	0	0
Series F Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized			1	1	1
Preferred Stock, Par or Stated Value Per Share			$ 0.001	$ 0.001	$ 0.001
Preferred Stock, Shares Issued			0	0	0
Preferred Stock, Shares Outstanding			0	0	0

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INCOME TAX (Details - Provision for Income Taxes) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Current tax			$ 0	$ 0
Deferred tax			0	0
Income tax expense	$ 0	$ 0	$ 0	$ 0

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INCOME TAX (Details - Reconciliation of income tax expense) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income tax expense	$ 0	$ 0	$ 0	$ 0
HONG KONG
Loss before income taxes			$ (22,247)	$ (121,598)
Statutory income tax rate			16.50%	16.50%
Income tax expense at statutory rate			$ (3,671)	$ (20,064)
Net operating loss for valuation allowance			3,671	20,064
Income tax expense			$ 0	$ 0

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INCOME TAX (Details - Deferred taxes) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards – US tax regime (overseas)	$ 1,261,288	$ 431,105
Net operating loss carryforwards – Hong Kong tax regime (overseas)	48,092	44,421
Less: valuation allowance	(1,309,380)	(475,526)
Deferred tax assets, net	$ 0	$ 0

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INCOME TAX (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Operating incomes	$ 0	$ 0

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Related Party Transactions [Abstract]
Revenue from Related Parties	$ 42,242	$ 23,774	$ 124,155	$ 84,907
Cost paid from related party debt		$ 0	$ 63,820	$ 1,391

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CONCENTRATIONS OF RISK (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Concentration Risk [Line Items]
Revenue from Related Parties	$ 42,242	$ 23,774	$ 124,155	$ 84,907
Vendor Concentration Risk [Member]
Concentration Risk [Line Items]
Revenue from Related Parties	$ 5,200	$ 19,283	$ 89,242	$ 59,548
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	100.00%	100.00%	100.00%	100.00%
Revenue Benchmark [Member] | Vendor Concentration Risk [Member] | One Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	100.00%	100.00%	100.00%	100.00%