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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

~~Form~~Washington, ~~10-Q~~D.C. 20549

~~[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~________________

~~For~~FORM ~~the quarterly period ended September 30, 2016~~ 10-Q

~~[ ] Transition~~x ~~Report~~QUARTERLY REPORT ~~pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

For the ~~transition~~quarterly period ~~from~~ended ~~__________~~September to30, ~~__________~~2022

~~Commission~~o ~~file~~TRANSITION REPORT ~~number: 333-207099~~ PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Arem~~For ~~Pacific~~the ~~Corporation~~transition ~~(Exact~~period ~~name~~from ~~of small business issuer as specified in its charter)~~____________to____________

Delaware		80000
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Number)

Commission File No. 333-207099

~~247~~Arem ~~Mount~~Pacific ~~Pleasant Road Nunawading, Victoria Australia 3131 (Address of principal executive offices)~~Corporation

~~+61~~(Exact ~~433-783588~~name ~~(Issuer's~~of ~~telephone~~the ~~number~~issuer as specified in its charter)

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 þ No o

Delaware		26-2124961
(State or Other Jurisdiction of incorporation or organization)		(I.R.S. Employer I.D. No.)

~~Indicate~~271 byBlackburn check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Road

~~Large~~Mount ~~accelerated filer o Large accelerated filer o Non-accelerated filer o Smaller reporting company þ~~Waverly

~~Indicate~~Victoria, byAustralia ~~check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).~~ 3149

~~Yes~~(Address ~~o No~~of þ Principal Executive Offices)

~~State~~+(61) ~~the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 246,016,947 common shares issued and outstanding as of November 14, 2016.~~393955324

~~AREM~~(Registrant ~~PACIFIC~~Telephone ~~CORPORATION~~Number)

~~QUARTERLY~~The ~~REPORT~~Registrant ONdoes ~~FORM~~not ~~10-Q~~have any securities registered pursuant to Section 12(b) of the Exchange Act.

~~TABLE~~Indicate by OFcheck ~~CONTENTS~~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 x No o

		Page
PART I	FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited)	3
	Condensed Balance Sheets as of September 30, 2016 (unaudited) and June 30, 2015	4
	Condensed Statements of Operations for the three months period ended September 30, 2016 and 2015 (unaudited)	5
	Condensed Statements of Cash Flows for the three months period ended September 30, 2016 and 2015	6
	Notes to the Condensed Unaudited Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
PART II	OTHER INFORMATION:
Item 1.	Legal Proceedings	13
Item 1A	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mining Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	14
	Signatures

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 x No o

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

~~Condensed~~Large ~~Consolidated~~accelerated ~~Balance~~filer ~~Sheets~~o Accelerated filer o Non-accelerated filer x Smaller reporting company x Emerging Growth company o

AsIf an atemerging ~~September~~growth 30company, ~~2016~~indicate ~~and~~by ~~June~~check ~~30,~~mark ~~2016~~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. o

		As at September 30	As at June 30
	Note	2016	2016
		(unaudited)	(audited)
Assets
Cash and cash equivalents	4	$59,671	$39,769
Other assets	5	24,648	23,988
Other receivables	6	11,545	14,273
Total current assets		95,864	78,030
Property, plant and equipment, net of accumulated depreciation and amortization	7	41,899	42,282
Total non-current assets		41,899	42,282
Total assets		$137,763	$120,312
Liabilities and Stockholders’ Equity/(Deficit)
Liabilities
Payroll taxes		$1,605	$916
Accrued and other liabilities	8	32,939	34,999
Borrowings	9	133,143	129,591
Total current liabilities		167,687	165,506
Total liabilities		167,687	165,506
Equity
Common stock, $0.000001 par value, 500,000,000 shares authorized and 246,016,947 shares issued and outstanding, respectively		229	221
Additional paid in capital		157,150	157,150
Other comprehensive earnings	10	2,848	4,001
Accumulated losses		(190,151)	(206,566)
Total stockholders’ equity/(deficit)		(29,924)	(45,194)
Total liabilities and stockholders’ equity/(deficit)		$137,763	$120,312

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

~~The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.~~1

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:

Common Capital Voting Stock, $0.000001 par value per share		373,950,544 shares
Class		Outstanding as of November 1, 2022

REFERENCES

In this Quarterly Report, references to the “Registrant,” “Arem Pacific Corporation,” “Arem,” the “Company,” “we,” “our,” “us” and words of similar import, refer to Arem Pacific Corporation, a Delaware corporation, which is the Registrant, and our wholly-owned subsidiaries, Arem Pacific Corporation, an Arizona corporation (“Arem Pacific Arizona”), formed on July 11, 2007; and Sanyi Group Pty. Ltd., an entity organized on September 28, 2005, under the Corporations Act of 2001 of Australia (“Sanyi Group”).

FORWARD LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should carefully read this Quarterly Report completely, and it should be read and considered with all other historical reports and registration statements filed by us with the United States Securities and Exchange Commission (the “SEC”), including, but not limited to the risk factors outlined in our comprehensive 10-K Annual Report referenced below in the “Explanatory Note,” which are contained in Part I, Item 1A. Risk Factors, thereof. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

EXPLANATORY NOTE

On or about November 21, 2022, we filed our comprehensive Annual Report on Form 10-K in reliance on Section 1320.4 of the SEC Financial Reporting Manual, for the fiscal years June 30, 2022, 2021, 2020, and 2019, and the comparative quarterly periods ended September 30 and December 31, 2021, and 2020, and March 31, 2022, and 2021, as part of our effort to become current in our filing obligations under Section 15(d) of the Exchange Act (the “Annual Report”). This Annual Report was our first periodic report filing with the SEC since the filing of our amended Annual Report on Form 10-K/A for the fiscal year ended June 30, 2016, and can be accessed by Hyperlink in Part II, Item 6, of this Quarterly Report. Included in this Annual Report were our audited consolidated financial statements for the fiscal years ended June 30, 2022, 2021, 2020, and 2019, which have not been previously filed with the SEC; and our unaudited quarterly consolidated financial statements for the above referenced comparative quarterly periods.

Any decision by the SEC not to seek the filing of additional reports due for prior annual or quarterly periods does not absolve us from any liability under the Exchange Act for our failure to file all required reports and would not foreclose enforcement action for our filing delinquencies.

~~AREM~~Arem ~~PACIFIC~~Pacific ~~CORPORATION~~Corporation

~~Condensed~~FORM ~~Consolidated Statement of Operations~~10-Q

~~For the three months ended~~ September 30, ~~2016 and 2015~~2022

		For the 3 months ended September 30
	Note	2016	2015
		(unaudited)	(unaudited)
Revenue		$65,275	$97,339
Operating expenses
Payroll and employee related expense		26,558	43,891
Occupancy expenses		17,816	25,442
Depreciation expense		1,535	2,323
Marketing expenses		-	-
General and administrative expenses		3,142	6,509
Total operating expenses		49,051	78,165
Income from operations		16,224	19,174
Other income
Interest income		191	73
Total other income		191	73
Income from continuing operations before income tax expenses		16,415	19,247
Income tax expense	11	-	-
Net income after income tax expense for the period		16,415	19,247
Other comprehensive income
Exchange differences arising on translation of foreign operations		(1,153)	9,829
Other comprehensive income		(1,153)	9,829
Total comprehensive income for the period		$15,262	$29,076
Net income/(loss) per share
Basic and diluted		-	-
Weighted average number of common stock outstanding
Basic and diluted		242,344,453	228,003,081

INDEX

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

	Page No.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements & Footnotes	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	21
Item 4. Controls and Procedures	21

PART II – OTHER INFORMATION
Item 1. Legal Proceedings	23
Item 1A. Risk Factors	23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3. Defaults Upon Senior Securities	23
Item 4. Mine Safety Disclosures	23
Item 5. Other Information	23
Item 6. Exhibits	24

SIGNATURES	25

PART I - FINANCIAL STATEMENTS

September 30, 2022

Table of Contents

Condensed Consolidated Balance Sheets as of September 30, 2022 (unaudited), and June 30, 2022	4
Condensed Consolidated Statements of Operations for the three months ended September 30, 2022 and 2021 (unaudited)	5
Condensed Consolidated Statements of Stockholders' Equity (Deficit) for the three months ended September 30, 2022, and 2021 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2022, and 2021 (unaudited)	7
Notes to Condensed Consolidated Financial Statements (unaudited)	8

~~AREM~~Arem ~~PACIFIC~~Pacific ~~CORPORATION~~Corporation

Condensed Consolidated ~~Statement~~Balance ~~of Cash Flows~~Sheets

For the three months ended September 30, 2016 and 2015

			As of September 30, 2022			As of June 30, 2022
	Note		(Unaudited)			(Audited)
			US$			US$
Assets
Cash and cash equivalents		4		146,363			116,963
Other assets		5		19,249			20,395
Other receivables		6		—			207
Total current assets				165,612			137,565

Property, plant and equipment, net of accumulated depreciation		7		—			—
Right-of-use assets, net of accumulated amortization		8		222,808			251,466
Total non-current assets				222,808			251,466
Total assets				388,420			389,031

Liabilities and Stockholders’ Equity/(Deficit)
Liabilities
Accrued and other liabilities		9		85,992			85,025
Borrowings		10		9,124			9,625
Lease liabilities		8		58,330			60,412
Total current liabilities				153,446			155,062

Lease liabilities		8		195,777			223,517
Total non-current liability				195,777			223,517
Total liabilities				349,223			378,579

Equity
Common stock, $0.000001 par value, 500,000,000 shares authorized, 373,950,544 shares issued and outstanding as of September 30, 2022, and June 30, 2022, respectively				356			356
Additional paid in capital				157,150			157,150
Other comprehensive loss		11		(14,130	)		(7,434	)
Accumulated losses				(104,179	)		(139,620	)
Total Stockholders’ Equity				39,197			10,452
Total liabilities and Stockholders’ Equity				388,420			389,031

	For the 3 months ended September 30
	2016	2015
	(unaudited)	(unaudited)
Cash flows from operating activities:
Net income	$16,415	$19,247
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation	1,535	2,323
Net changes in operating assets and liabilities
Decrease/(Increase) in other receivable	3,102	(7,686)
Decrease in other payable and accrued liabilities	(2,353)	(9,334)
Net cash provided by operating activities	18,699	4,550
Cash flows from investing activities
Proceeds from property, plant and equipment disposal	-	-
Net cash provided by investing activities	-	-
Cash flows from financing activities
Debt repayments	-	(14,516)
Net cash used in financing activities	-	(14,516)
Effect of exchange rate changes on cash and cash equivalents	1,203	(4,508)
Net Increase/ (decrease) in cash and cash equivalents	19,902	(14,474)
Cash and cash equivalents at the beginning of period	39,769	55,609
Cash and cash equivalents at the end of period	$59,671	$41,135
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.

See accompanying notes to unaudited condensed consolidated financial statements.

~~AREM~~Arem ~~PACIFIC~~Pacific ~~CORPORATION~~Corporation

Condensed Consolidated ~~Statement~~Statements of ~~Cash Flows~~Operations

~~For the three months ended September 30, 2016 and 2015~~(Unaudited)


			For the Three Months Ended September 30
	Note		2022			2021
			US$			US$
Revenue				77,527			24,849

Operating expenses
Payroll and employee related expense				24,398			12,718
Amortization on right-of-use assets				15,277			16,425
General and administrative expenses				7,760			4,417
Total operating expenses				47,435			33,560

Income/(loss) from operations				30,092			(8,711	)

Interest expenses				(2,375	)		(3,074	)
Other income				7,722			15,876
Interest income				2			1
Total other income/(expenses)				5,349			12,803

Income from continuing operations before income tax expenses				35,441			4,092
Income tax expense		12		—			—
Net income after income tax expense for the period				35,441			4,092

Other comprehensive income
Exchange differences arising on translation of foreign operations				(6,696	)		1,089
Other comprehensive (loss)/income				(6,696	)		1,089

Total comprehensive income for the period				28,745			5,181

Net income per share
Basic and diluted				0.00007686			0.00001385
Weighted average number of common stock outstanding
Basic and diluted				373,950,544			373,950,544

~~SUMMARY~~See OFaccompanying ~~SIGNIFICANT~~notes ~~ACCOUNTING~~to ~~POLICIES~~unaudited condensed consolidated financial statements.

1.1

Nature of Operations

During the period Arem Pacific Corporation (Delaware) has been focusing of its business to operation of Oriental holistic health centre located in Australia (Victoria) through Arem Pacific Corporation (Arizona) and its wholly owned subsidiary Sanyi Group Pty Ltd. Sanyi Group Pty Ltd operates one outlet in Australia.

Unless the context indicates otherwise, the term “Group” as used herein includes Arem Pacific Corporation (Delaware), Arem Pacific Corporation (Arizona) and Sanyi Group Pty Ltd.

1.2

Basis of Accounting

The accompanying financial statements include the accounts of Arem Pacific Corporation (Arizona) and its wholly owned subsidiary Sanyi Group Pty Ltd which is a company domiciled in Australia. These financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (“GAAP”) and Regulation S-X published by the US Securities and Exchange Commission (the “SEC”). All intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. Such reclassifications had no effect on the prior period net income, accumulated deficit, net assets, or total shareholders' deficit. The Company has evaluated events or transactions through the date of issuance of this report in conjunction with the preparation of these consolidated financial statements. All amounts presented are in US dollars, unless otherwise noted.

The financial statements, except for cash flow information, have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. The amounts presented in the financial statements have been rounded to the nearest dollar.

1.3

Going Concern Basis

The financial statements have been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

At September 30, 2016 the Company had a current asset deficiency of $71,823 and net asset deficiency of $29,924 (June 30, 2016 current asset deficiency of $87,476 and net asset deficiency of $45,194). The Company reported an after tax income of $16,415 for the three months ended September 30, 2016 (September 30, 2015 income: $19,247).

Despite the current asset surplus, the Company has prepared the financial statements on a going concern basis that contemplates the continuity of normal business activity, realisation of assets and settlement of liabilities at the amounts recorded in the financial statements in the ordinary course of business.

The Company believes that there are reasonable grounds to support the fact that it will be able to pay its debts as and when they become due and payable. In forming this opinion, the

~~AREM~~Arem ~~PACIFIC~~Pacific ~~CORPORATION~~Corporation

Condensed Consolidated ~~Statement~~Statements of ~~Cash Flows~~Stockholders’ Equity

~~For the three months ended September 30, 2016 and 2015~~(Unaudited)

Company has considered the following factors:


	Common Stock
	Shares		Amount		Additional Paid in Capital		Other Comprehensive Earnings/(Loss)			Accumulated Losses			Total Deficit
			US$		US$		US$			US$			US$
Balance as of June 30, 2022		373,950,544		356		157,150		(7,434	)		(139,620	)		10,452
Income after income tax expense for the period		—		—		—		—			35,441			35,441
Other comprehensive loss		—		—		—		(6,696	)		—			(6,696	)
Total comprehensive income for the period		—		—		—		(6,696	)		35,441			28,745
Balance as of September 30, 2022		373,950,544		356		157,150		(14,130	)		(104,179	)		39,197

~~(i)~~Common Stock

AsAdditional atPaid-in ~~September 30, 2016, $133,143 of the borrowings was owed to Xin Jin, a significant shareholder and an officer of the Company and the Director of its wholly owned subsidiary Sanyi Group Pty Ltd.~~Capital

~~(ii)~~Other Comprehensive Earnings

~~The~~Accumulated Directors of the Company have received a Letter of Support from Xin Jin, in which he offers to provide continuing financial support to Sanyi Group Pty Ltd to enable it to meet its liabilities as and when they become due and payable for a period of not less than twelve months from the date of the financial statements. The loan of $133,143 as at September 30, 2016 to Sanyi Group Pty Ltd will not be called upon without giving at least 13 months’ notice.Losses

~~(iii)~~See accompanying notes to unaudited condensed consolidated financial statements.

The Company has been able to generate positive cash flows from operating activities for the three months ended September 30, 2016.

If the Company is unable to continue as a going concern it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business at amounts different from those stated in the financial statements.

The financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the company not continue as a going concern.

1.4

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

1.5

Foreign Currency Translation

The functional currency of our foreign subsidiary is its local currency. Assets and liabilities of the foreign subsidiary are translated into US dollars at period-end exchange rates, stockholders’ equity is translated at the historical rates and the consolidated statement of operations and cash flows are translated at average exchange rates during the reporting periods. Resulting translation adjustments are recorded in accumulated other comprehensive income, a separate component of stockholders’ equity. A component of accumulated other comprehensive income will be released into income when the Company executes a partial or complete sale of an investment in a foreign subsidiary or a group of assets of a foreign subsidiary considered a business and/or when the Company no longer holds a controlling financial interest in a foreign subsidiary or group of assets of a foreign subsidiary considered a business.

~~AREM~~Arem ~~PACIFIC~~Pacific ~~CORPORATION~~Corporation

Condensed Consolidated ~~Statement~~Statements of Cash Flows

~~For the three months ended September 30, 2016 and 2015~~(Unaudited)


	For the Three Months Ended September 30
	2022			2021
	US$			US$

Cash flows from operating activities:
Net income		35,441			4,092
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of right-of-use assets		15,277			16,425
Interest on lease liabilities		2,375			3,074
Interest income		(2	)		(1	)
Net changes in operating assets and liabilities
Decrease in other receivables		1,353			1,256
Increase/(decrease) in accrued and other liabilities		967			(984	)
Decrease in borrowings		(501	)		(5,445	)
Cash generated by operating activities		54,910			18,417
Interest received		2			1
Net cash generated by operating activities		54,912			18,418
Cash flows from financing activities
Repayment of interest on lease liabilities		(2,375	)		(3,074	)
Repayment of lease liabilities		(29,822	)		(17,366	)
Net cash used in financing activities		(32,197	)		(20,440	)
Net increase/(decrease) in cash and cash equivalents		22,715			(2,022	)
Cash and cash equivalents at the beginning of period		116,963			140,136
Exchange difference on translation of foreign operations		6,685			2,945
Cash and cash equivalents at the end of period		146,363			141,059

See accompanying notes to unaudited condensed consolidated financial statements.

Arem Pacific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

For The Period Ended From June 30, 2022, to September 30, 2022

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.1 Nature of Operations

Arem Pacific Corporation (Delaware), sometimes referred to as the “Company” below, has been focusing of its business to operation of Oriental holistic health wellness centre located in Australia (Victoria) through its wholly-owned subsidiary Sanyi Group Pty. Ltd. (“Sanyi Group”). Sanyi Group operates one wellness centre in Victoria, Australia.

Unless the context indicates otherwise, the term “Group” as used herein includes the Company and Sanyi Group.

1.2 Basis of Accounting

The accompanying financial statements include the accounts its wholly owned subsidiary, Sanyi Group, which is a company domiciled in Australia. These financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (“GAAP”) and Regulation S-X published by the U.S. Securities and Exchange Commission (the “SEC”). All intercompany accounts and transactions have been eliminated. The Group has evaluated events or transactions through the date of issuance of this report in conjunction with the preparation of these consolidated financial statements. All amounts presented are in US dollars, unless otherwise noted.

1.3 Going Concern Basis

1.4 Use of Estimates

The preparation of consolidated 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 the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

1.5 Foreign Currency Translation

The functional currency of our foreign subsidiary is its local currency. Assets and liabilities of the foreign subsidiary are translated into U.S. dollars at period-end exchange rates, stockholders’ equity is translated at the historical rates and the consolidated statement of operations and cash flows are translated at average exchange rates during the reporting periods. Resulting translation adjustments are recorded in accumulated other comprehensive income, a separate component of stockholders’ equity. A component of accumulated other comprehensive income will be released into income when the Group executes a partial or complete sale of an investment in a foreign subsidiary or a group of assets of a foreign subsidiary considered a business and/or when the Group no longer holds a controlling financial interest in a foreign subsidiary or group of assets of a foreign subsidiary considered a business.

Transactions denominated in currencies other than the local currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in foreign currency transaction gains and losses that are reflected in results of operations as unrealized (based on period end translation) and realized (upon settlement of the transactions) and reported under other general expenses in the consolidated statement of operations.

~~1.6~~8

~~Cash~~Arem ~~and~~Pacific ~~Cash Equivalents and Concentration of Credit Risk~~Corporation

~~The~~Notes ~~Company considers all highly liquid short term investments with original maturities of three months or less at the date of acquisition~~ to beUnaudited ~~cash~~Condensed ~~equivalents.~~Consolidated ~~The carrying value of cash and cash equivalents approximates fair value due to the short term nature of these instruments.~~Financial Statements

~~The~~For Company's financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are held in several Australian bank accounts and time deposit accounts. The ~~Company~~Period ~~regularly~~Ended ~~assesses~~From ~~the~~June ~~level~~30, of2022, ~~credit risk we are exposed~~ to ~~and~~September 30, whether there are better ways of managing credit risk. The Company invests its cash and cash equivalents with reputable financial institutions. The Company has not incurred any losses related to these deposits.2022

1.76 Cash and Cash Equivalents and Concentration of Credit Risk

~~Accounts~~The ~~Receivable~~Group considers all highly liquid short term investments with original maturities of three months or less at the date of acquisition to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short term nature of these instruments.

The ~~collectability~~Group’s financial instruments exposed to concentrations of ~~accounts~~credit ~~receivable~~risk isconsist ~~continuously~~primarily ~~monitored~~of cash and ~~analysed~~cash ~~based~~equivalents. ~~upon~~Cash ~~historical~~and ~~experience~~cash equivalents are held in several Australian bank accounts and time deposit accounts. The ~~use~~Group ofregularly ~~judgment~~assesses isthe ~~required~~level toof ~~establish~~credit arisk ~~provision~~we ~~for~~are ~~allowance~~exposed ~~for~~to ~~doubtful~~and ~~accounts~~whether ~~for~~there ~~specific~~are better ~~customer~~ways ~~collection~~of ~~issues~~managing ~~identified~~credit risk. The ~~allowance~~Group ~~for~~invests ~~doubtful~~its ~~accounts~~cash ~~was~~and $0cash asequivalents ofwith ~~September~~reputable ~~30,~~financial ~~2016~~institutions. ~~and~~The ~~June~~Group has ~~30,~~not ~~2016~~incurred ~~respectively~~any losses related to these deposits.

1.87 Accounts Receivable

~~Property~~The collectability of accounts receivable is continuously monitored and ~~Equipment~~analised based upon historical experience. The use of judgment is required to establish a provision for allowance for doubtful accounts for specific customer collection issues identified. The allowance for doubtful accounts was Nil as of September 30 and June 30, 2022, respectively.

1.8 Property, ~~and~~plant ~~equipment are recorded at cost. Costs of renewal~~ and improvements that substantially extend the useful lives of assets are capitalised. Maintenance and repair costs are expensed when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from two to ten years. Equipment

Property, plant and equipment are recorded at cost. Costs of renewal and improvements that substantially extend the useful lives of assets are capitalised. Maintenance and repair costs are expensed when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from two (2) to ten (10) years.

Derecognition

An item of property, plant and equipment is derecognised upon disposal or when no further economic benefits are expected from its use or disposal.

1.9 Leases

~~Leases~~The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

As lessee

The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities representing the obligations to make lease payments and right-of-use assets representing the right to use the underlying leased assets.

Right-of-use assets

The Company recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. The accounting policy for impairment is disclosed in key judgement.

Arem Pacific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

For The Period Ended From June 30, 2022, to September 30, 2022

1.9 Leases (Continued)

Lease liabilities

At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

These accounting policies are applied before the initial application date of ASC842, July 1, 2019:

Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset – but not the legal ownership – are transferred to entities in the consolidated group, are classified as finance leases.

AREM PACIFIC CORPORATION

Condensed Consolidated Statement of Cash Flows

For the three months ended September 30, 2016 and 2015

Finance leases are capitalised by recognising an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised as expenses on a straight-line basis over the lease term.

1.10 Accrued and other liabilities

~~Payables~~Accrued and other liabilities are carried at amortised cost and, due to their short-term nature, they are not discounted. They represent liabilities for goods and services provided to the Group prior to the end of the financial period that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within thirty (30) days of recognition.

~~Payables are carried at amortised cost and, due to their short-term nature, they are not discounted~~1. They represent liabilities for goods and services provided to the Group prior to the end of the financial period that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.11 Provisions

1.11

Provisions

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.

1.12 Loans and Borrowings

Loans and Borrowings

All loans and borrowings are initially recognised at cost, being the fair value of the consideration received net of issue costs associated with the borrowing.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement.

The Company’s current liabilities include a loan from a shareholder which are not interest bearing. The shareholder has agreed that the loan to the Company will not be recalled without giving at least 13 months’ notice from the date the Directors adopt the annual financial statements.10

Arem Pacific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

For The Period Ended From June 30, 2022, to September 30, 2022

1.12 Loans and Borrowings (Continued)

The Group’s current liabilities include a loan from a significant shareholder which is not interest bearing. The shareholder has provided a letter of support to Sanyi Group Pty Ltd which states that the loan to the Group will not be recalled without giving at least 13 months’ notice. This loan is not evidenced by a promissory note.

Loans are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

81.13 Revenue Recognition

AREM PACIFIC CORPORATION

Condensed Consolidated Statement of Cash Flows

For the three months ended September 30, 2016 and 2015

1.13

Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable after taking into account any discounts.

The ~~Company~~Group derives revenue primarily through the provision of therapeutic health services from its Oriental ~~Holistic~~holistic ~~Health~~health ~~Centres~~centres. Revenue is recognized when persuasive evidence of an arrangement exists, the services have been rendered to customers, the pricing is fixed or determinable and collection is reasonably assured. This is generally based on the completion of services provided to the customers at the Oriental ~~Holistic~~holistic ~~Health~~health ~~Centres~~centres and settlement of the transactions either by cash or credit card payments.

Interest revenue is recognised using the effective interest method, which for floating rate financial assets is the rate inherent in the instrument. Dividend revenue is recognised when the right to receive a dividend has been established.

All revenue is stated net of the amount of goods and services tax.

1.14 Income Tax

~~Income~~Taxes ~~Tax~~payable is based on taxable profit for the period which excludes items of income or expense that are taxable or deductible in other periods. Taxable profit also excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted as of the balance sheet date.

Taxes payable is based on taxable profit for the period which excludes items of income or expense that are taxable or deductible in other periods. Taxable profit also excludes items that are never taxable or deductible. Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted as of the balance sheet date.

Deferred income tax expense is calculated using the liability method in accordance with ASC 740 Income Taxes. Deferred tax assets and liabilities are classified as non-current in the balance sheet and are measured based on the difference between the carrying value of assets and liabilities for financial reporting and their tax basis when such differences are considered temporary in nature. Temporary differences related to intercompany profits are deferred using the buyer’s tax rate. Deferred tax assets are reviewed for recoverability every balance sheet date, and the amount probable of recovery is recognised.

Deferred income tax expense represents the change in deferred tax asset and liability balances during the ~~period~~periods discussed except for the deferred tax related to items recognised in other comprehensive income or resulting from a business combination or disposal. Changes resulting from amendments and revisions in tax laws and tax rates are recognised when the new tax laws or rates become effective or are substantively enacted. Uncertain tax positions are recognised in the financial statements based on management’s expectations.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, when they related to income taxes levied by the same taxation authority, and when the Group intends to settle its current tax assets and liabilities on a net basis.

9Deferred taxes are not provided on undistributed earnings of subsidiaries when the timing of the reversal of this temporary difference is controlled by Group and is not expected to happen in the foreseeable future. This is applicable for the majority of Group’s subsidiaries.

~~AREM~~1.15 Goods ~~PACIFIC~~and ~~CORPORATION~~Services Tax (“GST”)

~~Condensed~~Revenues, ~~Consolidated~~expenses ~~Statement~~and assets are recognised net of ~~Cash~~the ~~Flows~~amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (“ATO”).

~~For the three months ended September 30, 2016 and 2015~~11

~~Deferred~~Arem ~~taxes~~Pacific are not provided on undistributed earnings of subsidiaries when the timing of the reversal of this temporary difference is controlled by Company and is not expected to happen in the foreseeable future. This is applicable for the majority of Company’s subsidiaries.Corporation

~~1.15~~Notes to Unaudited Condensed Consolidated Financial Statements

~~Goods~~For ~~and~~The ~~Services~~Period ~~Tax~~Ended ~~(GST)~~From June 30, 2022, to September 30, 2022

~~Revenues,~~1.15 Goods ~~expenses~~ and ~~assets~~Services ~~are~~Tax ~~recognised net of the amount of~~ (“GST,”) ~~except where the amount of GST incurred is not recoverable from the Australian Taxation Office~~ (~~ATO~~Continued).

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities, which are recoverable from or payable to the ATO, are presented as operating cash flows included in receipts from customers or payments to suppliers.

1.16 Earnings (Loss) per Common Share

~~Earnings~~Basic earnings (~~Loss~~loss) per ~~Common~~common ~~Share~~share is computed by dividing income or losses available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per common share is computed similar to basic net income or losses per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and of the additional common shares were dilutive. Diluted earnings (loss) per common share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the periods discussed. Under if–converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).

~~Basic earnings (loss) per common share is computed by dividing income or losses available to common shareholders by the weighted average number of common shares outstanding for the period~~1.17 Accumulated ~~Diluted~~Other ~~earnings~~Comprehensive ~~(loss)~~Income per common share is computed similar to basic net income or losses per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and of the additional common shares were dilutive. Diluted earnings (~~loss~~Loss) per common share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under if –converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).

1.17

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) is presented net of applicable income taxes in the accompanying consolidated statements of stockholders' equity and comprehensive income (loss). Other comprehensive income (loss) is comprised of revenues, expenses, gains, and losses that under GAAP are reported as separate components of stockholders' equity instead of net income (loss).

1 2.18 Critical Accounting Estimates and Judgements

~~Recently~~The ~~Issued~~sole ~~Accounting~~Director ~~Standards~~evaluates estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

In May 2014, the FASB issued ASU 2014-09, which establishes a comprehensive new revenue recognition standard designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In doing so, companies may need to use more judgment and make more estimates

AREM PACIFIC CORPORATION

Condensed Consolidated Statement of Cash Flows

For the three months ended September 30, 2016 and 2015

than under current revenue recognition guidance. The ASU allows for the use of either the full or modified retrospective transition method, and the standard will be effective for us in the first quarter of our fiscal year 2018; early adoption is not permitted. The Company is currently evaluating which transition approach to use and the impact of the adoption of this standard on its consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires that deferred tax assets and liabilities be classified as non-current in a classified balance sheet. This update is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016. The standard permits the use of either the retrospective or prospective transition method. The adoption of this standard is expected to result in a reclassification between current and non-current deferred tax assets within the Company’s consolidated balance sheets and related disclosures.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). This update requires organizations that lease assets with lease terms of more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets. It also requires new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect that the updated standard will have on its consolidated balance sheets and related disclosures.

In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This update amends the principal-versus-agent implementation guidance and illustrations in the Board’s new revenue standard (ASC 606). The FASB issued the ASU in response to concerns identified by stakeholders, including those related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the effect that the updated standard will have on our financial statements.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This update simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company is currently evaluating the effect that the updated standard will have on our financial statements.

In April 2016, the FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This update clarifies how an entity identifies performance obligations related to customer contracts as well as help to improve the operability and understanding of the licensing implementation guidance. The amendments in this

AREM PACIFIC CORPORATION

Condensed Consolidated Statement of Cash Flows

For the three months ended September 30, 2016 and 2015

update affect the guidance in Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective but will become effective for annual and interim periods beginning after December 15, 2017. The Company has not yet selected a transition method nor has it determined the effect of the standard on its consolidated financial statements and related disclosures.

In May 2016, the FASB issued Accounting Standards Update No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. This update clarifies the objectives of collectability, sales and other taxes, noncash consideration, contract modifications at transition, completed contracts at transition and technical correction. The amendments in this update affect the guidance in Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective but will become effective for annual and interim periods beginning after December 15, 2017. The Company has not yet selected a transition method nor has it determined the effect of the standard on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the effect that the updated standard will have on our financial statements.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is currently evaluating the effect that the updated standard will have on our financial statements.

There are no new significant accounting standards applicable to the Company that have been issued but not yet adopted by the Company as of September 30, 2016.

AREM PACIFIC CORPORATION

Condensed Consolidated Statement of Cash Flows

For the three months ended September 30, 2016 and 2015

Critical Accounting Estimates and Judgements

The Directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company.

Key Estimates

(i) Useful lives

~~Useful~~The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

~~The~~(ii) ~~Company~~Income determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.tax

~~(ii)~~The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

~~Income tax~~12

~~The~~Arem ~~Company~~Pacific is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognises liabilities for anticipated tax audit issues based on the Company's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.Corporation

~~(iii)~~Notes to Unaudited Condensed Consolidated Financial Statements

~~Fair~~For ~~value~~The ~~measure~~Period ofEnded ~~shares~~From ~~issued~~June 30, 2022, to September 30, 2022

Key Estimates (Continued)

(iii)

Fair value measure of shares issued

The calculation of the fair value of shares issued requires significant estimate to be made in regards to several variables. The estimations made are subject to variability that may alter the overall fair value determined.

Key Judgements

(i) Provision for impairment of receivables

Provision for impairment of receivables

The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the recent sales experience, the ageing of receivables, historical collection rates and specific knowledge of the individual debtors’ financial position.

13(ii) Impairment

~~AREM~~The ~~PACIFIC~~Group ~~CORPORATION~~assessed that no indicators of impairment existed at the reporting date and as such no impairment testing was performed.

~~Condensed~~ ~~Consolidated~~3. Segment ~~Statement of Cash Flows~~Information

~~For~~The ~~the~~consolidated ~~three~~entity ~~months~~operates ~~ended~~predominantly in ~~September~~one 30industry and one geographical segment, ~~2016~~those being Oriental holistic health services and ~~2015~~Australia, respectively.

~~(ii)~~ 4. Cash and Cash Equivalents

Impairment

The Company assessed that no indicators of impairment existed at the reporting date and as such no impairment testing was performed.

Segment Information

The consolidated entity operates predominantly in one industry and one geographical segment, those being oriental holistic health services and Australia, respectively.

Cash and Cash Equivalents

Cash at the end of the financial periods as shown in the statement of cash flows is reconciled to items in the balance sheets as follows:

	September 30, 2016	June 30, 2016
Cash at bank	$57,182	$38,000
Petty Cash	2,489	1,769
	$59,671	$39,769

	September 30, 2022		June 30, 2022
	US$		US$

Cash at bank		133,002		106,942
Petty Cash		13,361		10,021
Cash and cash equivalents		146,363		116,963

5. Other Assets

	September 30, 2016	June 30, 2016
		September 30, 2022		June 30, 2022
Current
		US$		US$
Deposits paid	$24,648	$23,988
Current
Deposits paid			19,249		20,395

6. Other Receivables

Other Receivables

	September 30, 2022		June 30, 2022
	US$		US$

Current
Refundable from the Australian Taxation Office		—		207

	September 30, 2016	June 30, 2016
Current
Prepayment	$11,445	$11,139
Refundable from the Australian Taxation Office	100	3,134
	$11,545	$14,273

Arem Pacific Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

For The Period Ended From June 30, 2022, to September 30, 2022

7. Plant and Equipment

Furniture and Fittings

Office Equipment

Computers

Motor Vehicles

Plant and Equipment

Lease Improvements

	Furniture and fittings			Office equipment			Computers			Motor Vehicles			Plant and equipment			Lease Improvements			Total
At cost
Balance as of June 30, 2022		33,963			607			9,463			33,045			13,566			74,929			165,573
Effect of foreign currency exchange difference		(1,908	)		(34	)		(532	)		(1,856	)		(762	)		(4,209	)		(9,301	)
Balance as of September 30, 2022		32,055			573			8,931			31,189			12,804			70,720			156,272

Accumulated depreciation
Balance as of June 30, 2022		33,963			607			9,463			33,045			13,566			74,929			165,573
Effect of foreign currency exchange difference		(1,908	)		(34	)		(532	)		(1,856	)		(762	)		(4,209	)		(9,301	)
Balance as of September 30, 2022		32,055			573			8,931			31,189			12,804			70,720			156,272

Net book value
As of June 30, 2022		—			—			—			—			—			—			—
As of September 30, 2022		—			—			—			—			—			—			—

8. LEASES

Company as a lessee

The Company has lease contract for land and building. The Company’s obligations under these leases are secured by the lessor’s title to the leased assets. The Company is restricted from assigning and subleasing the leased assets.

(a)

Right-of-use assets

	Shop lot			Total
	US$			US$
Cost
Balance as of June 30, 2022		438,119			438,119
Effect of foreign currency exchange difference		(13,381	)		(13,381	)
Balance as of September 30, 2022		424,738			424,738

Accumulated amortization
Balance as of June 30, 2022		186,653			186,653
Amortization		15,277			15,277
Balance as of September 30, 2022		201,930			201,930

Net carrying amount
As of June 30, 2022		251,466			251,466
As of September 30, 2022		222,808			222,808

Shop Lot

~~AREM~~Arem ~~PACIFIC~~Pacific ~~CORPORATION~~Corporation

~~Condensed~~Notes ~~Consolidated~~to ~~Statement~~Unaudited ofCondensed ~~Cash~~Consolidated ~~Flows~~Financial Statements

For ~~the~~The ~~three~~Period ~~months~~Ended ~~ended~~From ~~September~~June 30, ~~2016~~2022, ~~and~~to ~~2015~~September 30, 2022

7 8. LEASES (Continued)

~~Property,~~(b) ~~Plant~~Lease ~~and Equipment~~liabilities

	Furniture and fittings	Office equipment	Computers	Motor vehicles	Plant and equipment	Lease Improvements	Total
At cost
Balance at July 1, 2016	$2,349	$654	$10,201	-	$14,620	$80,772	$108,596
Additions	-	-	-	-	-	-	-
Disposals	-	-	-	-	-	-	-
Effect of foreign currency exchange difference	64	18	280		401	2,219	2,982
Balance at September 30, 2016	2,413	672	10,481	-	15,021	82,991	111,578
Accumulated depreciation and amortization
Balance at July 1, 2016	(1,598)	(649)	(7,968)	-	(11,171)	(44,928)	(66,314)
Depreciation expense	(24)	(1)	(285)	-	(193)	(1,032)	(1,535)
Disposals	-	-	-	-	-	-	-
Effect of foreign currency exchange difference	(44)	(17)	(221)		(277)	(1,271)	(1,830)
Balance at September 30, 2016	($1,666)	($667)	($8,474)	-	($11,641)	($47,231)	($69,679)
Net book value
As at June 30, 2016	$751	$5	$2,233	-	$3,449	$35,844	$42,282
As at September 30, 2016	$747	$5	$2,007	-	$3,380	$35,760	$41,899

The carrying amounts of lease liabilities is as follows:

8.Leases - Schedule of Lease Liabilities

Accrued and Other Liabilities

	September 30, 2022		June 30, 2022
	US$		US$
Current
Lease liabilities		58,330		60,412

Non Current
Lease liabilities		195,777		223,517
Operating Lease Liability		254,107		283,929

	September 30, 2016	June 30, 2016
Current
Payroll liabilities	$5,595	$8,386
Other payables	27,344	26,613
	$32,939	$34,999

9. Accrued and Other Liabilities

	September 30, 2022		June 30, 2022
	US$		US$
Current
Payroll liabilities		1,670		3,054
Other payables		84,322		81,971
Accrued and other liabilities		85,992		85,025

10. Borrowings

	September 30, 2016	June 30, 2016
		September 30, 2022			June 30, 2022
Current
		US$			US$
Loan from related party	~~$133,143~~	~~$129,591~~
Current
Balance as of June 30, 2022			16,885			123,274
Repayment			(2,069	)		(103,335	)
Effect of foreign currency exchange difference			(949	)		(10,314	)
Balance as of September 30, 2022			13,867			9,625

~~AREM~~The ~~PACIFIC~~loan ~~CORPORATION~~balance above is an unsecured loan from Xin Jin, a significant shareholder, who is the CEO, CFO and the sole director of the Company. The loan is non-trade, non-interest bearing and repayable on demand.

~~Condensed~~ ~~Consolidated~~11. Other ~~Statement~~Comprehensive ~~of Cash Flows~~Loss

For the three months ended September 30, 2016 and 2015

	September 30, 2022			June 30, 2022
	US$			US$

Foreign currency translation reserve		(14,130	)		(7,434	)

Included in the loan balance above is an unsecured loan from Xin Jin, a significant shareholder and an officer of the Company and the Director of its wholly owned subsidiary Sanyi Group Pty Ltd. The loan bears nil interest per annum.15

~~10.~~Arem Pacific Corporation

~~Other~~Notes ~~Comprehensive~~to ~~Earnings~~Unaudited Condensed Consolidated Financial Statements

	September 30, 2016	June 30, 2016
Foreign currency translation reserve	$2,848	$4,001

For The Period Ended From June 30, 2022, to September 30, 2022

11 12. Income Tax Expense

~~Income Tax Expense~~Australia

	2016	2015
(a) The components of tax (expense)/income comprise:
Current tax
- Australia	-	-
- US	-	-
Total	-	-
Deferred tax
- Australia	-	-
- US	-	-
Total	-	-
(b) The prima facie tax on profit from ordinary activities before income tax is reconciled to income tax as follows:
Profit from continuing operations before income tax expense:
- Australia	$16,415	$19,247
- US	-	-
Total	$16,415	$19,247
Income tax expense at statutory rate:
- Australia	$4,924	$5,774
- US	-	-
Total	$4,924	$5,774
Tax expense reconciliation:
Tax losses not recognised as deferred tax assets	-	-
Recoupment of prior years’ losses	(4,924)	(5,774)
Consolidated income tax expense	-	-

	*September 30, 2022*		*September 30, 2021*
	US$		US$
(a) The components of tax (expense)/income comprise:
Current tax
- Australia		—		—
- US		—		—
Total		—		—
Deferred tax
- Australia		—		—
- US		—		—
Total		—		—

(b) The prima facie tax on profit from ordinary activities before income tax is reconciled to income tax as follows:
Profit/(loss) from continuing operations before income tax expense:
- Australia	35,441		4,092
- U.S.	—		—
Total	35,441		4,092

Income tax expense at statutory rate:
- Australia	10,632		1,228
- U.S.	—		—
Total	10,632		1,228

Recoupment of prior year tax losses ay previously brought to account:	(10,632	)	(1,228	)
Consolidated income tax expense	—		—

13. Capital Commitments

There was no capital expenditure as of September 30, 2022.

14. Contingencies

From time to time, the Group is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Group is a party for which management believes the ultimate outcome would have a material adverse effect on the Group’s financial position.

~~AREM~~Arem ~~PACIFIC~~Pacific ~~CORPORATION~~Corporation

~~Condensed~~Notes ~~Consolidated~~to ~~Statement~~Unaudited ofCondensed ~~Cash~~Consolidated ~~Flows~~Financial Statements

For ~~the~~The ~~three~~Period ~~months~~Ended ~~ended~~From ~~September~~June 30, ~~2016~~2022, ~~and~~to ~~2015~~September 30, 2022

12 15. Related Party Transactions

~~Capital~~(a) ~~and~~Parent ~~Leasing Commitments~~entity

There was no capital expenditure at September 30, 2016.

The following table summarizes the Company’s future minimum leasing commitments under non-cancellable operating leases at September 30, 2016:

	Total
Amounts payable in fiscal year
2017	43,059
2018	59,881
2019	62,875
2020	8,869
	$174,684

13.

Contingencies

From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position.

AREM PACIFIC CORPORATION

Condensed Consolidated Statement of Cash Flows

For the three months ended September 30, 2016 and 2015

14.

Related Party Transactions

(a)

Parent entity

The ultimate parent entity which exercises control over the Group is Arem Pacific Corporation.

(b) Subsidiary

~~Subsidiary~~Sanyi Group is a wholly owned subsidiary of the Company and is incorporated in Australia.

~~Upon closing of the reverse acquisition on August 8, 2013, Arem Pacific Corporation~~ (~~Arizona~~c) ~~became~~Outstanding abalances ~~wholly~~with ~~owned~~related ~~subsidiary of Arem Pacific Corporation (a Delaware company, formerly Diversified Mortgage Workout Corporation).~~ parties

Sanyi Group Pty Ltd is a wholly owned subsidiary of Arem Pacific Corporation (Arizona) which is incorporated in Australia.

(c)

Outstanding balances with related parties

The following balances are outstanding at reporting date in relation to transactions with related parties:

	September 30, 2016	June 30, 2016
Loan from related party	$133,143	$129,591

Included in the loan balance above is an unsecured loan from Xin Jin, a significant shareholder and an officer of the Company and the Director of its wholly owned subsidiary Sanyi Group Pty Ltd.

	September 30, 2022		June 30, 2022
	US$		US$
Loan from related party		9,124		9,625

15The loan balance above is an unsecured loan from Xin Jin, a significant shareholder and the CEO, CFO and the sole director of the Company. The loan is non-trade, non-interest bearing and repayable on demand.

16. Events After the Reporting Period

There has not arisen in the interval between the end of the financial period and the date of these financial statements any other item, transaction or event of a material and unusual nature likely, in the opinion of the ~~Directors~~Management of the Company, to affect significantly the operation of the ~~Company~~Group, the results of those operations, or the state of affairs of the ~~Company~~Group, in future financial years.

1817

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

~~MANAGEMENT’S~~When ~~DISCUSSION~~used ~~AND~~in ~~ANALYSIS~~this OFQuarterly ~~FINANCIAL~~Report, ~~CONDITION~~the ~~AND~~words ~~RESULTS~~“may,” “will,” OF“expect,” ~~OPERATIONS~~“anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act regarding events, conditions and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Quarterly Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed further below under “Trends and Uncertainties,” and include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

~~FORWARD~~Overview ~~LOOKING~~of ~~STATEMENT~~Current ~~NOTICE~~and Planned Business Operations

~~General~~Through Sanyi Group, we are engaged in providing wellness services that include acupressure/reflexology, massage therapy and cupping. We offer various types of massage therapy, such as Swedish, deep tissue and hot stone oil, among others, all as discussed in Item 1. Business, above. We primarily rely on our promotional activities and our shopping centre location in attracting new customers and maintaining our current customers.

~~The~~We have ~~following~~identified ~~discussion~~future ~~and~~partners ~~analysis~~from ofstrategic ~~the~~cities ~~results of operations and financial condition of the Company for Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015, respectively, should be read~~ in ~~conjunction~~China ~~with the notes~~ to ~~the~~help ~~financial~~us ~~statements~~exploit ~~that are included elsewhere herein. The consolidated financial statements presented herein (~~and expand to ~~which this discussion relates) reflect~~ the ~~results~~China ofmarket ~~operations~~for ~~of Arem Pacific-Delaware, and its subsidiaries, Arem Pacific-Arizona. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as~~ our ~~plans,~~wellness ~~objectives,~~services in ~~expectations and intentions. Actual results and~~ the ~~timing~~major ofcities ~~events could differ materially from those anticipated in these forward-looking statements as a result~~ of ~~a number of factors. We use words such as “anticipate~~China,” ~~“estimate,”~~including ~~“plan~~Guangzhou,” ~~“project~~Shenzhen,” ~~“continuing~~Fujian,” ~~“ongoing~~Sichuan,” ~~“expect~~Beijing,” ~~“believe,”~~Shanghai ~~“intend,”~~for ~~“may,”~~fiscal ~~“will~~2023,” ~~“should,”~~though ~~“could,”~~these ~~and~~plans ~~similar~~are subject ~~expressions~~ to ~~identify~~the ~~forward-looking~~uncertainties ~~statements.~~related ~~We undertake no obligation~~ to ~~revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after~~ the ~~date~~coronavirus ofpandemic ~~this report, except as required by law. Readers are urged to carefully review~~ and ~~consider the various disclosures made throughout the entirety of this quarterly report, which~~ are ~~designed~~currently toon ~~advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects~~hold.

~~COMPANY~~On ~~OVERVIEW~~March 11, 2020, the World Health Organisation declared the coronavirus outbreak as a pandemic owing to its rapid spread across the globe. A series of precautionary and control measures have been and continue to be implemented across the world by reason of this declaration and the recent furtherance of the pandemic attributable to variants of the coronavirus outbreak.

WeOverview ~~were incorporated in the State~~ of ~~Delaware~~Current onand ~~November~~Planned 8,Business ~~2007 under the name of Aspen Global Corp. On June 10, 2008, we changed our name to Diversified Mortgage Workout Corp. On June 19, 2013, Arem Pacific Corporation, an Arizona corporation~~ Operations (~~“Arem Pacific-Arizona”~~Continued), acquired voting control of the Company (then Diversified Workout Corporation). Subsequently, on August 8, 2013, we acquired all of the issued and outstanding shares of Arem Pacific-Arizona, from its then existing shareholders. In connection with that transaction, we retired and returned to our treasury all of the capital stock acquired by Arem Pacific-Arizona in the July 19, 2013 transaction and we also changed our name in Delaware to Arem Pacific Corp. On July 23, 2013, we effected a 388 for 1 reverse split of our outstanding common stock. Arem Pacific-Arizona, our wholly owned subsidiary, was incorporated on July 11, 2007.

InThe ~~addition,~~Australian onGovernment ~~June~~imposed ~~30,~~a ~~2012,~~Movement ~~pursuant~~Control Order to(“MCO”) anthrough ~~Acquisition~~its ~~Agreement with Sanyi Pty Ltd, an~~ Australian ~~company,~~Health ~~Arem-Arizona~~Protection ~~acquired~~Principal ~~all~~Committee of(“AHPPC”) ~~the~~on ~~equity~~February ~~interest in that company. In exchange~~27, ~~the sole owner of Sanyi Pty Ltd, Mr~~2020. ~~Xin~~Following that ~~Jin~~MCO, ~~received~~it ~~10,000,000~~implemented ~~shares~~various ofMCO’s ~~our~~to ~~common~~include ~~stock.~~travel ~~The~~restrictions ~~shares~~and ~~were~~lockdowns ~~issued~~to oncurb ~~August~~the ~~30,~~spread ~~2013. We~~of ~~operate~~the ~~two~~Covid-19 ~~wellness centers~~ outbreak in ~~Victoria State,~~ Australia. At ~~our centers~~Consequently, wethe ~~provide~~MCO’s ahave ~~range~~resulted ofmaterial ~~services,~~adverse ~~including~~effects ~~acupressure/reflexology,~~on ~~massage~~Australia’s ~~and~~economy ~~cupping.~~for ~~One~~2020 ofand ~~the centers is located in Chirnside Park Shopping Centre~~beyond, ~~Chirnside~~with variants ~~Park~~that (acontinue ~~suburb~~to ofpose ~~Victoria),~~increased ~~Australia~~public ~~VIC~~exposure ~~3116,~~around ~~and~~ the ~~second is located in Point Cook Shopping Centre, 2 Main St, Point Cook, Victoria, Australia VIC 3030~~world. On ~~April~~July 1_6, ~~2016~~2022, ~~the~~border ~~Company~~restrictions ~~closed~~for ~~its~~people ~~Chirnside Park location due~~ travelling to aand ~~significant~~from ~~increased~~Australia inwere ~~rent by the landlord~~lifted.

OnWe ~~September~~have ~~23,~~accounted ~~2015~~for the ~~Company~~impact ~~filed~~of athe ~~Form~~pandemic ~~S-1~~and its ~~Registration~~consequential ~~Statement~~effects ~~with~~on our results of operations in our financial statements for the ~~Securities~~financial fiscal years ended September 30, 2022, and ~~Exchange~~2021. ~~Commission~~The ~~(“Commission”)~~Company ~~pursuant~~had toslowly ~~which~~recovered itfrom ~~registered~~the 13Covid-19 pandemic,~~694,711~~ ~~shares~~and ofthat ~~its~~has ~~outstanding~~resulted ~~common~~in ~~stock~~a positive impact on our performance for the quarter ended September 30, 2022. ~~The~~Our ~~registration~~revenue ~~statement~~and ~~was~~the ~~declared~~profit ~~effective~~for onthe byquarter ended September 30, 2022, has increased significantly as compared to the ~~Commission~~quarter onended ~~April~~September 1530, ~~2016~~2021.

19Results of Operations

~~Our~~Comparison ~~financial~~of ~~statements are prepared in US Dollars and in accordance with accounting principles generally accepted in~~ the ~~United~~quarter ~~States.~~ended ~~See~~September "30, ~~Foreign~~2022, to ~~Currency Translation" below for information concerning~~ the ~~exchange~~quarter ~~rates~~ended atSeptember ~~the~~30, ~~Australian Dollar ("AUD") translated into US Dollars ("USD") at various pertinent dates and for pertinent periods.~~ 2021

~~Results of Operations (Unaudited) for the Three months Ended September 30, 2016 Compared to Three months Ended September 30, 2015.~~Revenue

~~Revenues~~For the three months ended September 30, 2022, we had revenue of US$77,527, compared to the three months ended September 30, 2021, of US$24,849, or an increase of US$52,678. The increased revenue resulted from the Australian Government Authority starting to allow occasional people movement and the removal of Covid-19 lockdowns, allowing our wellness centre to be open for business. The opening of the business operation and the cessation of the lockdown supported a higher revenue.

~~Revenues~~Payroll for three month period ended September 30, 2016 was $65,275 compared with $97,339 for the comparable period in 2015. The decrease of $32,064 or 33% for current period is due to the closing of the Chirnside Park location which occurred on April 1, 2016 and ~~the~~employee ~~reduction~~related ofexpense ~~revenue at our Point Cook location due to the opening of a new competitor near our Point Cook location .~~

~~Operating~~For ~~Expenses~~the three months ended September 30, 2022, our payroll and employee related expense was US$24,398, compared to the three months ended September 30, 2021, of US$12,718, or an increase of US$11,680. The payroll and employee related expense including superannuation contribution, employee membership fees, labour hiring costs and staff amenities were higher too.

Payroll and related expenses for the current three month period was $49,051 compared with $78,165 for the prior three month period. The decrease of $29,114 or 37% from the prior period is due to lower headcount for the current period. 18

~~Occupancy~~Amortization ~~expense was $26,558 for the current three month period compared with $43,891 for the prior three month period. The decrease for current period is due to the closing~~ Right-of-Use ~~the Chirnside Park location.~~Assets

~~Income~~For ~~(Loss)~~the ~~from~~three ~~Continuing~~months ~~Operations~~ended September 30, 2022, the amortization right-of-use assets decreased by US$1,148 to US$15,277, compared to the three months ended September 31, 2021, of US$16,425. This decrease was due to foreign exchange translation.

~~Income~~General ~~from~~and ~~continuing~~Administrative ~~operations for the current three month period is $16,415 compared with a gain of $19,247 due to reasons discussed above. No income tax was paid for either period.~~Expenses

~~Other~~For ~~Comprehensive~~the ~~Income~~three months ended September 30, 2022, general and administrative expense increased by US$3,343 to US$7,760, compared to the three months ended September 30, 2021, of US$4,417. The lower expense for September 30, 2021, resulted from the wellness centre being closed for a much longer period during the Covid-19 pandemic as Australian Government Authority imposed longer and frequent shutdown periods and restricted people movement. However, the of business activity in the latter part of fiscal year 2022 had incurred cost associated with its usual operations, based upon being open for customary hours and periods.

~~Foreign~~Operating currency exchange adjustment was $(1,153) for the current three month period compared with $9,829 for the prior three month period. This adjustment is a result of unrealized profit or loss on conversion to U.S. dollars of assets and liabilities that are accounted for in Australian Dollars. Expenses

~~Total~~For ~~Comprehensive~~the ~~Income~~three months ended September 30, 2022, our operating expenses were US$47,435, compared to the three months ended September 30, 2021, of US$33,560. Operating expenses consisted of payroll and employee related expenses, depreciation on right-of-use assets, and general and administrative expenses. The increase was primarily a result of the relaxation of the lockdown and other restrictions of the MCO, which allowed our wellness centre operations to be fully operational during the three months ended September 30, 2022.

~~Total~~Net ~~Comprehensive~~ Income ~~for the current three month period is $15,262 compared with a Total Comprehensive Income of $29,076 due to reasons discussed above.~~

~~LIQUIDITY~~For ~~AND~~the ~~CAPITAL~~three ~~RESOURCES~~months ended September 30, 2022, we had a net income after income tax of US$35,441, compared to the three months ended September 30, 2021, US$4,092. The increase in revenue was directly related to our additional operating hours during the three months ended September 30, 2022.

AtLiquidity ~~September 30, 2016, we had working capital deficit of $71,823 compared with a working capital deficit of $87,476 for June 30, 2016. The improvement in working capital is a result an increase of cash~~ and ~~equivalents~~Capital ~~on hand.~~ Resources

~~Our~~As ~~primary uses~~ of ~~cash~~September ~~have~~30, ~~been~~2022, ~~for~~we ~~operations. The~~had ~~main~~US$146,363 ~~sources~~in ofcash and cash ~~have~~equivalents ~~been~~on ~~from operational revenues~~hand. ~~The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:~~

·Summary of Significant Accounting Policies

~~Addition~~The financial statements of ~~administrative~~the ~~and~~Company ~~marketing~~have ~~personnel~~been prepared asin accordance with generally accepted accounting principles in the ~~business~~United ~~grows,~~States of America and are presented in U.S. dollars. The Company’s fiscal year end is June 30.

·Use of Estimates and Assumptions

~~Development~~The preparation of afinancial ~~Company~~statements ~~website,~~in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

·Foreign Currency Translation

~~Increases~~The infunctional ~~advertising~~currency of our foreign subsidiary is its local currency. Assets and ~~marketing~~liabilities inof ~~order~~the toforeign ~~attempt~~subsidiary toare ~~generate~~translated ~~more~~into ~~revenues~~U.S. dollars at period-end exchange rates, stockholders’ equity is translated at the historical rates and the consolidated statement of operations and cash flows are translated at average exchange rates during the reporting periods. Resulting translation adjustments are recorded in accumulated other comprehensive income, a separate component of stockholders’ equity. A component of accumulated other comprehensive income will be released into income when the Company executes a partial or complete sale of an investment in a foreign subsidiary or a group of assets of a foreign subsidiary considered a business and/or when the Company no longer holds a controlling financial interest in a foreign subsidiary or group of assets of a foreign subsidiary considered a business.

·Transactions denominated in currencies other than the local currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in foreign currency transaction gains and losses that are reflected in results of operations as unrealized (based on period end translation) and realized (upon settlement of the transactions) and reported under other general expenses in the consolidated statement of operations.

~~The cost of being a public company.~~19

~~The~~Fair ~~Company~~Value ~~believes that cash flow from operations together with the financial support that it has received from Mr. Xin Jin will be sufficient to sustain its current level~~ of ~~operations~~Financial for at least the next 12 months of operations. Mr. Xin Jin, is a significant shareholder and an officer of the Company, has provided a Letter of Support to the Company pursuant to which he has agreed that during the period from June 30, 2015 through Instrument

20The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are held in several Australian bank accounts and time deposit accounts. We regularly assesses the level of credit risk we are exposed to and whether there are better ways of managing credit risk. We invests our cash and cash equivalents with reputable financial institutions. The Company has not incurred any losses related to these deposits.

~~July~~Income 31, 2016, he will provide financial support to the Company to enable it to meet its liabilities as the come due and agreed not to demand repayment of an outstanding loan due to him without 13 months prior notice. The loan is not evidenced by a promissory note, bears no interest and is not subject to any specific terms, other than as provided in the preceding sentence.Taxes ~~There has been no movement in the loan during the three month period ended September 30, 2016. The movement in the balance represents the foreign exchange translation.~~

~~Summary~~Potential benefits of ~~Significant~~income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740-10-50 “Accounting ~~Policies~~for Income Taxes” as of its inception. Pursuant to the standard, the Company is required to compute tax asset benefits for initial years of operating losses carried forward.

~~The~~Recent ~~financial statements of the Company have been prepared in accordance with generally accepted~~ accounting ~~principles in the United States of America and are presented in US dollars. The Company’s fiscal year-end is June 30.~~Pronouncements

~~Use~~ASU 2016-02, Leases (Topic 842). ASC 842 requires companies to generally recognize operating and financing lease liabilities and corresponding ROU assets on their balance sheet. Leases will be classified as finance or operating leases, with classification affecting the pattern and classification of ~~Estimates~~expense recognition in the consolidated statements of operation. Effective in year 2020, the Company adopted this new standard prospectively using a modified retrospective transition approach. The Company elected the package of practical expedients permitted under the transition guidance of the new standard, which allowed the Company to carry forward its historical assessment on whether a contract is or contains a lease, lease classification, and ~~Assumptions~~initial direct costs. Upon adoption in year 2020, the Company recognized ROU assets and lease liability of $437.2 thousand. The adoption of ASC 842 did not have a material impact to Company’s consolidated statements of operations and cash flows from operations.

~~The~~ASU 2016-13, Financial ~~preparation~~Instruments – Credit Losses (Topic 326): Measurement of ~~financial~~Credit ~~statements~~Losses inon ~~conformity~~Financial Instruments. This standard update, along with ~~generally~~subsequent ~~accepted~~ASUs, replaces ~~accounting~~the ~~principles~~incurred ~~requires~~loss ~~management~~impairment tomethodology ~~make~~with ~~estimates~~an ~~and~~expected ~~assumptions~~credit ~~that~~loss ~~affect~~model ~~the~~for ~~reported~~which ~~amounts~~a ofcompany ~~assets~~recognizes ~~and~~an ~~liabilities~~allowance ~~and~~based on ~~disclosure~~the estimate of ~~contingent~~expected ~~assets~~credit ~~and~~loss. ~~liabilities~~The atCompany adopted the ~~date~~standard ofin ~~the~~year ~~financial~~2020 ~~statements~~on ~~and~~a ~~the~~modified ~~reported~~retrospective ~~amounts~~basis. The adoption of ~~revenues~~the ~~and~~new ~~expenses~~standard ~~during~~did ~~the~~not ~~period.~~have ~~Actual~~a ~~results~~material ~~could~~impact ~~differ~~on ~~from~~the ~~those~~Company’s ~~estimates~~consolidated financial statements.

~~Foreign~~In ~~Currency~~May ~~Translation~~2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) or (“ASC Topic 606”), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The new guidance provides a five-step process for recognizing revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also requires expanded qualitative and quantitative disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for public companies with annual reporting periods beginning after December 31, 2017, and is to be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial adoption. Early adoption is permitted for all entities but not before the original effective date for public entities. The Company adopted ASC Topic 606 in year 2019.

~~The~~Recent ~~functional~~accounting ~~currency~~Pronouncements of our foreign subsidiary is its local currency. Assets and liabilities of the foreign subsidiary are translated into US dollars at period-end exchange rates, stockholders’ equity is translated at the historical rates and the consolidated statement of operations and cash flows are translated at average exchange rates during the reporting periods. Resulting translation adjustments are recorded in accumulated other comprehensive income, a separate component of stockholders’ equity. A component of accumulated other comprehensive income will be released into income when the Company executes a partial or complete sale of an investment in a foreign subsidiary or a group of assets of a foreign subsidiary considered a business and/or when the Company no longer holds a controlling financial interest in a foreign subsidiary or group of assets of a foreign subsidiary considered a business.(Continued)

~~Transactions~~The ~~denominated~~FASB inissued ~~currencies other than~~ ASU 2019-12, Simplifying the ~~local~~Accounting ~~currency~~for ~~are~~Income ~~recorded~~Taxes ~~based~~(Topic on740), ~~exchange~~which ~~rates~~is atintended ~~the~~to ~~time~~simplify ~~such~~various ~~transactions~~aspects ~~arise.~~related ~~Subsequent~~to ~~changes~~accounting infor ~~exchange~~income ~~rates~~taxes. ~~result~~The new instandard ~~foreign~~is ~~currency~~effective ~~transaction~~for ~~gains~~the ~~and~~Company ~~losses that are reflected~~ in ~~results~~year of2021. ~~operations~~The asCompany ~~unrealized~~is ~~(based~~currently onevaluating ~~period~~the ~~end~~impact ~~translation)~~of ~~and~~the ~~realized~~new ~~(upon~~standard ~~settlement~~on ofits ~~the~~consolidated financial ~~transactions)~~statements and ~~reported~~related ~~under~~disclosures ~~other~~but ~~general~~does ~~expenses~~not inexpect ~~the~~it ~~consolidated~~to ~~statement~~have ofa ~~operations~~material impact.

~~Fair~~Off-Balance ~~Value~~Sheet ~~of Financial Instrument~~Arrangements

~~The~~We ~~Company's~~had ~~financial~~no ~~instruments~~Off-Balance ~~exposed~~Sheet toarrangements ~~concentrations~~during ~~of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are held in several Australian bank accounts and time deposit accounts. The Company regularly assesses~~ the three-month ~~level~~period ofended ~~credit~~September ~~risk~~30, ~~we are exposed to and whether there are better ways of managing credit risk~~2022. ~~The Company invests its cash and cash equivalents with reputable financial institutions. The Company has not incurred any losses related to these deposits.~~

~~Income~~Critical ~~Taxes~~ Accounting Policies

~~Potential~~Concentrations ~~benefits~~ of ~~income~~Credit tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740-10-50 “Accounting for Income Taxes” as of its inception. Pursuant to the standard, the Company is required to compute tax asset benefits for initial years’ of operating losses carried forward.Risk

~~Basic~~The Group’s financial instruments exposed to concentrations of credit risk consist primarily of cash and ~~Diluted~~cash ~~Net~~equivalents. ~~Income~~Cash ~~(Loss)~~and ~~Per~~cash ~~Share~~equivalents are held in several Australian bank accounts and time deposit accounts. The Group regularly assesses the level of credit risk we are exposed to and whether there are better ways of managing credit risk. The Group invests its cash and cash equivalents with reputable financial institutions. The Group has not incurred any losses related to these deposits.

The Company computes net income (loss) per share in accordance with ASC 260-10-4-5, “Earnings per Share.” The standard requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In 20

21Concentration of Major Customer

~~computing~~Our ~~diluted~~concentration ~~EPS~~of revenue from customers in our facility that is located in a shopping centre in Victoria, ~~the~~Australia, ~~average~~makes ~~stock~~it ~~price~~reasonably ~~for~~possible that we are vulnerable to the ~~period~~risk of isa ~~used~~long-term adverse impact, especially with the current rise in ~~determining~~variants of this coronavirus that have recently increased public exposure and the number of ~~shares~~reported ~~assumed~~cases of this virus. As a result, governments and other authorities around the world continue to beimplement significant ~~purchased~~measures ~~from~~as deemed necessary to control the ~~exercise~~spread of ~~stock~~the ~~options~~virus. While many of these restrictions have been lifted as the rates of Covid-19 infections have decreased or ~~warrants.~~stabilized ~~Diluted~~and ~~EPS~~as ~~excludes~~various ~~all~~vaccines ~~dilutive~~have ~~potential~~become ~~common~~more ~~shares~~widely ifavailable, ~~their~~a ~~effect~~resurgence isof ~~anti~~Covid-~~dilutive~~19 and the impact of variants of the virus that causes Covid-19 may result in the reinstatement of social distancing measures; business closures; lockdowns; restrictions on operations; quarantines and travel bans, among other restrictive measures. In addition, any government mandates that require Covid-19 vaccination or other employee behaviors may result in employee attrition at the Company or its suppliers or customers and may create difficulties in satisfying future employment and supply requirements.

Effect of Recent Accounting Pronouncements

In February 2013, the FASB issued Accounting Standards Update ("ASU") No. 2013-02 which requires additional disclosures regarding the reporting of reclassifications out of accumulated other comprehensive income. ASU No. 2013-02 requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. This guidance is effective for reporting periods beginning after December 15, 2012. The Company ~~adopted~~has ~~this~~evaluated ~~guidance~~all ~~effective~~recent ~~July~~accounting 1,pronouncements and ~~2013.~~believes ~~The~~that ~~Company's~~none ~~adoption~~will ~~of this standard did not~~ have a significant ~~impact~~effect on ~~its~~the ~~consolidated~~Company’s financial statements.

InItem ~~March 2013, the FASB issued ASU No~~3. ~~2013-05,~~Quantitative ~~which~~and ~~permits~~Qualitative anDisclosures ~~entity~~about toMarket release cumulative translation adjustments into net income when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entityRisk. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of a foreign subsidiary or foreign group of assets comprising a business. The Company's adoption of this standard did not have a significant impact on its consolidated financial statements.

InNot May 2014, the FASB issued ASU 2014-09, which establishes a comprehensive new revenue recognition standard designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or servicesrequired. In doing so, companies may need to use more judgment and make more estimates than under current revenue recognition guidance. The ASU allows for the use of either the full or modified retrospective transition method, and the standard will be effective for us in the first quarter of our fiscal year 2018; early adoption is not permitted. The Company is currently evaluating which transition approach to use and the impact of the adoption of this standard on its consolidated financial statements.

~~There~~Item ~~are~~4. noControls ~~new~~and ~~significant accounting standards applicable to the Company that have been issued but not yet adopted by the Company as of June 30, 2015~~Procedures.

~~OFF-BALANCE~~Disclosure ~~SHEET~~Controls ~~ARRANGEMENTS~~and Procedures

AsWe maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that material information relating to us is made known to the officers who certify our financial reports and to other members of senior management and the ~~date~~Board of ~~this~~Directors. ~~Quarterly~~These disclosure ~~Report,~~controls weand doprocedures ~~not~~are ~~have~~designed ~~any~~to ~~off-balance~~ensure ~~sheet~~that ~~arrangements~~information required to be disclosed in our reports that ~~have~~are filed or submitted under the Exchange Act are ~~reasonably~~recorded, ~~likely~~processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ~~have~~ensure athat ~~current~~information required to be disclosed by an issuer in the reports that it files or ~~future~~submits ~~effect~~under onthe Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial ~~condition~~officers, ~~changes~~or inpersons ~~financial~~performing ~~condition~~similar functions, ~~revenues~~as orappropriate, ~~expenses~~to allow timely decisions regarding required disclosure. Management, ~~results~~with the participation of ~~operations~~our Chief Executive Officer and Chief Financial Officer, ~~liquidity~~has evaluated the effectiveness, ~~capital~~as ~~expenditures~~of orSeptember ~~capital~~30, ~~resources~~2022, of our disclosure controls and procedures. Based on that ~~are~~evaluation, our ~~material~~Chief toExecutive ~~investors~~Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2022.

~~ITEM~~Management’s 3.Annual Report on Internal Control Over Financial Reporting

~~QUANTITATIVE~~Our ~~AND~~management ~~QUALITATIVE~~is ~~DISCLOSURES~~responsible ~~ABOUT~~for ~~MARKET~~establishing ~~RISK~~and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of our Chief Executive Officer and our Chief Financial Officer, 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. Internal controls over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records, which in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.

AsBecause aof ~~"smaller~~its inherent limitations, internal control over financial reporting ~~company"~~may asnot ~~defined~~prevent byor ~~Item~~detect 10misstatements. Also, projections of ~~Regulation~~any ~~S-K,~~evaluation weof ~~are~~effectiveness ~~not~~to ~~required~~future periods are subject to ~~provide~~the ~~information~~risk ~~required~~that bycontrols ~~this~~may ~~Item~~become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~ITEM 4.~~21

~~CONTROLS~~As ~~AND~~required ~~PROCEDURES~~by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the SEC, our management assessed the effectiveness of our internal control over the financial reporting as of September 30, 2022, using criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, our management concluded that our internal control over financial reporting was not effective as of September 30, 2022, and continue to be ineffective, due to the following material weaknesses:

~~Our~~· ~~management~~lack ~~is responsible for establishing and maintaining a system~~ of ~~disclosure~~sufficient ~~controls~~accounting ~~and~~personnel ~~procedures~~qualified ~~(as defined~~ in ~~Rule~~US ~~13a-15(e)~~GAAP and ~~15d-15(e)~~SEC ~~under~~reporting; ~~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

22· insufficient accounting staff, which results in a failure to segregate duties sufficiently to ensure a timely and proper preparation and review of the financial statements.

~~officer~~We orhave ~~officers~~taken ~~and~~steps ~~principal~~to ~~financial~~remediate the ~~officer~~material orweaknesses ~~officers,~~in orour ~~persons~~internal ~~performing~~control ~~similar~~over ~~functions,~~financial asreporting ~~appropriate~~practicable ~~to allow timely decisions regarding required disclosure.~~by:

An· ~~evaluation~~hiring ~~was~~additional ~~conducted~~internal ~~under~~staff ~~the~~familiar ~~supervision and~~ with ~~the~~US ~~participation~~GAAP ofand ~~our~~SEC ~~management~~reporting. ofIn the ~~effectiveness~~past ofcouple ~~the design and operation~~ of ~~our disclosure controls and procedures as of September 30~~years, ~~2016.~~we ~~Based~~have onmade ~~that~~offers ~~evaluation,~~to ~~our~~hire ~~management~~accounting ~~concluded~~personnel ~~that~~familiar ~~our~~with ~~disclosure~~US ~~controls~~GAAP and ~~procedures~~SEC ~~were~~reporting ~~not~~experience, ~~effective~~but has as of ~~such~~yet ~~date~~been tounable ~~ensure that information required~~ to behire ~~disclosed~~a insuitable ~~the~~candidate. ~~reports~~We ~~that~~now weplan ~~file~~to orhire ~~submit~~a ~~under~~professional ~~the~~recruitment ~~Exchange~~agency ~~Act,~~to isassist ~~recorded,~~us ~~processed,~~in ~~summarized and reported within~~ the ~~time~~identification ~~periods specified in SEC rules~~ and ~~forms.~~selection ~~Management~~of ~~also~~appropriate confirmed that there was no change in our internal control over financial reporting during the three-month period ended September 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingcandidates.

~~PART~~· ~~II.~~Enhance ~~OTHER~~staff ~~INFORMATION~~awareness of laws and regulations by conducting more trainings.

~~ITEM~~· 1hiring sufficient staff to adequately segregate responsibilities and insure timely preparation of financial statements; and providing training to our accounting personnel on US GAAP, SEC reporting and other regulatory requirements regarding the preparation of financial statements. Our financial personnel attended US GAAP and SEC reporting training sessions organized by an international accounting firm. We plan to hold similar US GAAP and SEC reporting training on a regular basis.

~~LEGAL~~Although ~~PROCEEDINGS~~we increased the training provided to accounting personnel relating to US GAAP and SEC reporting to partially address the foregoing material weaknesses, we do not believe such weaknesses have been remediated, and we can provide no assurance that they will be remediated in a timely manner.

We ~~know~~believe ofthat ~~no material, existing or pending legal proceedings against our Company, nor are~~ we ~~involved as a plaintiff in any material proceeding or pending litigation. There~~ are notaking ~~proceedings~~the insteps ~~which~~necessary for ~~any~~remediation of ~~our~~the ~~directors,~~material ~~officers~~weaknesses oridentified ~~affiliates~~above, orand ~~any~~we ~~registered~~will orcontinue ~~beneficial~~to ~~shareholder,~~monitor isthe aneffectiveness ~~adverse~~of ~~party~~these orsteps ~~has~~and ato ~~material~~make any ~~interest~~changes ~~adverse~~that to our ~~interest~~management deems appropriate.

~~ITEM~~This 1AQuarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to satisfy these requirements by providing the management’s report only.

~~RISK~~Changes ~~FACTORS~~in Internal Control Over Financial Reporting

AsWith athe ~~"smaller~~exception ~~reporting~~of ~~company"~~commencing asthe ~~defined~~process byof ~~Item~~implementing the 10foregoing ofsteps ~~Regulation~~to ~~S-K~~resolve the weaknesses in our internal controls, wethere ~~are~~have ~~not~~been ~~required~~no tochanges ~~provide~~in ~~information~~internal ~~required~~control byover ~~this~~financial reporting ~~Item~~during the fiscal quarter ended September 30, 2022.

~~ITEM~~Limitations 2.on the Effectiveness of Controls

~~UNREGISTERED~~Our ~~SALES~~management OFdoes ~~EQUITY~~not ~~SECURITIES~~expect ~~AND~~that ~~USE~~our OFdisclosure controls ~~PROCEEDS~~and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

~~No unregistered equity securities were sold during the three and six months ended September 30, 2016.~~22

~~ITEM~~PART 3.II - OTHER INFORMATION

~~DEFAULTS~~Item ~~UPON~~1. ~~SENIOR~~Legal ~~SECURITIES~~Proceedings

~~No senior securities were issued or outstanding during the three and six months ended September 30, 2016 or 2015~~None.

~~ITEM~~Item 41A. Risk Factors

~~MINE~~Not ~~SAFETY~~required ~~DISCLOSURES~~of smaller reporting companies like us; however, see Part I, Item 1A. Risk Factors, of our 10-K Annual Report for the fiscal year ended June 30, 2022 (see the caption “Explanatory Note” at the forepart of this Quarterly Report), which Annual Report can be accessed by Hyperlink in Part II, Item 6 hereof, for a list of “Risk Factors.”

~~Not~~Further, ~~applicable~~our business operations could be impacted by the current world health crisis related to the Covid-19 pandemic. See the caption “COVID-19 PANDEMIC” at the forepart of our ~~Company~~10-K Annual Report for the fiscal year ended June 30, 2022, for additional information about the Covid-19 pandemic, including the world-wide declaration of the Covid-19 pandemic by the World Health Organisation (“WHO”), and current information about the pandemic restrictions in Australia and China.

~~ITEM~~Item 52. Unregistered Sales of Equity Securities and Use of Proceeds

~~OTHER~~None; ~~INFORMATION~~not applicable.

~~None~~Item 3. Defaults upon Senior Securities

23None; not applicable.

~~ITEM~~Item 64. Mine Safety Disclosure

~~EXHIBITS~~Not applicable.

~~The~~Item ~~following~~5. ~~exhibits~~Other ~~are included as part of this report by reference:~~Information

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.INS		XBRL Instance Document

None; not applicable.

2423

~~SIGNATURES~~Item 6. Exhibits

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.

Exhibit Number	Description of Exhibit	Filing
3(i)	Restated Certificate of Incorporation	Filed with our Annual Report for the year ended June 30, 2022 filed on November 21, 2022, and incorporated herein by reference.
3(ii)	Amended and Restated Bylaws	Filed with our Annual Report for the year ended June 30, 2022 filed on November 21, 2022, and incorporated herein by reference.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

Arem Pacific Corporation
By:	/s/	Thomas Tang
	Name:	Thomas Tang
	Title:	Chief Executive Officer
		(Principal Executive Officer)
		Date: November 18, 2016
By:	/s/	Allan Qui
	Name:	Allan Qui
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer) Date: November 18, 2016

Exhibits incorporated by reference:

25Annual Report on Form 10-K for the year ended June 30, 2022, and filed with the SEC on November 21, 2022.

SIGNATURES

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

		Arem Pacific Corporation

Date:	November 21, 2022	By:	/s/ Xin Jin
			Xin Jin
			President, Chief Financial Officer and Sole Director

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

Date:	November 21, 2022	By:	/s/ Xin Jin
			Xin Jin
			President, Chief Financial Officer and Sole Director

Filing Compare · Arem Pacific Corp