0001317833 false FY 0001317833 2022-01-01 2022-12-31 0001317833 2022-06-30 0001317833 2023-04-17 0001317833 2022-12-31 0001317833 2021-12-31 0001317833 AQPW:ConvertibleSeriesAPreferredStockMember 2022-12-31 0001317833 AQPW:ConvertibleSeriesAPreferredStockMember 2021-12-31 0001317833 2021-01-01 2021-12-31 0001317833 srt:ScenarioPreviouslyReportedMember us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2021-12-31 0001317833 srt:ScenarioPreviouslyReportedMember us-gaap:CommonStockMember 2021-12-31 0001317833 srt:ScenarioPreviouslyReportedMember AQPW:CommonStockForFutureIssuanceMember 2021-12-31 0001317833 srt:ScenarioPreviouslyReportedMember us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001317833 srt:ScenarioPreviouslyReportedMember AQPW:SubscriptionsReceivableMember 2021-12-31 0001317833 srt:ScenarioPreviouslyReportedMember us-gaap:RetainedEarningsMember 2021-12-31 0001317833 srt:ScenarioPreviouslyReportedMember 2021-12-31 0001317833 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2021-12-31 0001317833 us-gaap:CommonStockMember 2021-12-31 0001317833 AQPW:CommonStockForFutureIssuanceMember 2021-12-31 0001317833 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001317833 AQPW:SubscriptionsReceivableMember 2021-12-31 0001317833 us-gaap:RetainedEarningsMember 2021-12-31 0001317833 srt:ScenarioPreviouslyReportedMember us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2022-01-01 2022-12-31 0001317833 srt:ScenarioPreviouslyReportedMember us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001317833 srt:ScenarioPreviouslyReportedMember AQPW:CommonStockForFutureIssuanceMember 2022-01-01 2022-12-31 0001317833 srt:ScenarioPreviouslyReportedMember us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001317833 srt:ScenarioPreviouslyReportedMember AQPW:SubscriptionsReceivableMember 2022-01-01 2022-12-31 0001317833 srt:ScenarioPreviouslyReportedMember us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001317833 srt:ScenarioPreviouslyReportedMember 2022-01-01 2022-12-31 0001317833 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2022-01-01 2022-12-31 0001317833 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001317833 AQPW:CommonStockForFutureIssuanceMember 2022-01-01 2022-12-31 0001317833 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001317833 AQPW:SubscriptionsReceivableMember 2022-01-01 2022-12-31 0001317833 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001317833 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2022-12-31 0001317833 us-gaap:CommonStockMember 2022-12-31 0001317833 AQPW:CommonStockForFutureIssuanceMember 2022-12-31 0001317833 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001317833 AQPW:SubscriptionsReceivableMember 2022-12-31 0001317833 us-gaap:RetainedEarningsMember 2022-12-31 0001317833 2020-12-31 0001317833 AQPW:SeriesAConvertibleSuperPreferredStockMember AQPW:SharePurchaseAndExchangeAgreementMember 2022-12-31 0001317833 us-gaap:CommonStockMember AQPW:SharePurchaseAndExchangeAgreementMember 2022-12-31 0001317833 us-gaap:CommonStockMember AQPW:SharePurchaseAndExchangeAgreementMember 2022-01-01 2022-12-31 0001317833 AQPW:SharePurchaseAndExchangeAgreementMember 2022-01-01 2022-12-31 0001317833 2022-05-15 0001317833 2022-06-01 0001317833 AQPW:AsiaHybridCryptocurrencyLimitedMember 2021-12-01 0001317833 AQPW:AsiaHybridCryptocurrencyLimitedMember 2021-11-30 2021-12-01 0001317833 AQPW:AsiaHybridCryptocurrencyLimitedMember 2022-03-06 2022-03-07 0001317833 us-gaap:CommonStockMember 2022-11-21 2022-11-21 0001317833 2022-04-06 0001317833 2022-04-06 2022-04-06 0001317833 us-gaap:SeriesAPreferredStockMember 2022-04-06 0001317833 us-gaap:SeriesAPreferredStockMember 2022-12-31 0001317833 us-gaap:SeriesAPreferredStockMember 2021-12-31 0001317833 stpr:TX 2022-01-01 2022-12-31 0001317833 country:CA 2022-01-01 2022-12-31 0001317833 us-gaap:SubsequentEventMember 2023-02-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2021~~2022

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

~~For~~Commission File ~~the~~No. ~~transition period from to~~ 001-51185

~~Commission~~Golden Ally ~~file~~Lifetech ~~number~~Group, ~~000-54872~~INC.

~~Signet~~(exact ~~International~~name ~~Holdings,~~of ~~Inc.~~registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware

16-1732674

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Delaware		16-1732674
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

901 S. Mopac Exp Building 1, Suite 300, Austin, TX 78746

205 Worth Avenue, Suite 316, Palm Beach, Florida 33480

(Address of principal executive offices)

Registrant’s telephone number, including area code: — (~~561~~512) ~~832~~430-~~2000~~1553

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

Securities registered pursuant to Section 12(g) of the ~~Exchange~~ Act:

Common Stock, $0.0001 par value per share

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		AQPW		OTC - Pink

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

Indicate by check mark if the registrant is ~~a well-known~~not ~~seasoned~~required ~~issuer,~~to asfile ~~defined~~reports inpursuant ~~Rule~~to ~~405~~Section 13 or Section 15(d) of the ~~Securities~~ Act. ☐ Yes ☒ ☐ No ☒

Indicate by check mark ifwhether the registrant is(1) ~~not required~~has tofiled ~~file~~all reports ~~pursuant~~required to be filed by Section 13 or ~~Section~~ 15(d) of the Securities Exchange Act. ☐of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~every Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section~~to 13Rule 405 ~~or 15(d)~~ of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit such ~~reports~~files)~~, and (2) has been subject to such filing requirements for the past 90 days~~. ☒ Yes ☐ ☒ No ☐

Indicate by check mark whether the registrant ~~has~~ ~~submitted~~is ~~electronically~~a ~~every~~large ~~Interactive~~accelerated ~~Data~~filer, ~~File~~an ~~required~~accelerated tofiler, bea ~~submitted~~non-accelerated ~~and~~filer, ~~posted~~a ~~pursuant~~smaller toreporting company ~~Rule~~or ~~405~~an ofemerging ~~Regulation~~growth ~~S-T (Section 232~~company.~~405~~ ofSee ~~this~~definitions ~~chapter)~~of ~~during~~“large ~~the~~accelerated ~~preceding~~filer,” 12“accelerated ~~months~~filer,” ~~(or~~“smaller reporting ~~for~~company,” ~~such~~and ~~shorter~~“emerging ~~period~~growth ~~that~~company” ~~the~~in ~~registrant~~Rule ~~was~~12b-2 ~~required~~of tothe ~~submit~~Exchange ~~and post such files)~~Act. ~~☒ Yes ☐ No~~

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

Large Accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐

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

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

~~Indicate~~If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant isincluded ain ~~shell~~the ~~company~~filing ~~(as~~reflect ~~defined~~the incorrection ~~Rule~~of ~~12b-2~~an oferror ~~the~~to ~~Exchange~~previously ~~Act).~~issued ☒financial ~~Yes ☐~~statements. No☐

~~There~~Indicate by ~~was~~check nomark ~~active~~whether ~~public~~any ~~trading~~of ~~market~~those aserror ~~of the~~corrections ~~last~~are ~~business~~restatements ~~day~~that ofrequired ~~the~~a ~~Company’s~~recovery ~~second~~analysis ~~fiscal~~of ~~quarter,~~incentive-based socompensation received ~~there~~by ~~was~~any noof ~~aggregate~~the ~~market~~registrant’s ~~value~~executive ofofficers ~~common~~during ~~stock~~the ~~held~~relevant byrecovery ~~non~~period pursuant to §240.10D-~~affiliates~~1(b). ☐

~~The~~Indicate by ~~number~~check ofmark ~~shares~~whether of the ~~Registrant’s common~~registrant ~~stock,~~is ~~$0.0001~~a ~~par~~shell ~~value~~company ~~per~~(as ~~share,~~defined ~~outstanding~~in asRule 12b-2 of ~~March~~the ~~25,~~Exchange ~~2022~~Act). ~~was~~Yes ~~20,235,982.~~☐ No ☒

~~Table~~The aggregate market value of ~~Contents~~ the registrant’s Common Stock held by non-affiliates of the registrant (based on the price at which the registrant’s Common Stock was last sold as of June 30, 2022, the last business day of the most recently completed second fiscal quarter), was approximately $9,748,500.

Part I
Item 1.	Business	1
Item 1A.	Risk Factors	2
Item 1B.	Unresolved Staff Comments	2
Item 2.	Properties	2
Item 3.	Legal Proceedings	2
Item 4.	Mine Safety Disclosures	2
Part II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3
Item 6.	[Reserved]	3
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	9
Item 8.	Financial Statements and Supplementary Data	9
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	9
Item 9A.	Controls and Procedures	10
Item 9B.	Other Information	10
Item 9C.	Disclosure Regarding Foreign Jurisdiction that Prevent Inspections	10
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	11
Item 11.	Executive Compensation	12
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
Item 13.	Certain Relationships and Related Transactions, and Director Independence	14
Item 14.	Principal Accountant Fees and Services	14
Part IV
Item 15.	Exhibit and Financial Statement Schedules	15
Item 16.	Form 10-K Summary
Signatures		16

As of April 17, 2023, there were outstanding 7,408,561,902 shares of the registrant’s Common Stock, $0.00001 par value.

iTABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

PART I		4
ITEM 1. BUSINESS.		5
ITEM 1A. RISK FACTORS		5
ITEM 1B. UNRESOLVED STAFF COMMENTS		5
ITEM 2. PROPERTIES		5
ITEM 3. LEGAL PROCEEDINGS		5
ITEM 4. MINE SAFETY DISCLOSURES		5
PART II		6
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		6
ITEM 6. [RESERVED]		6
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		6
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		9
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		8
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		8
ITEM 9A. CONTROLS AND PROCEDURES		8
ITEM 9B. OTHER INFORMATION		8
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		8
PART III		9
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.		9
ITEM 11. EXECUTIVE COMPENSATION.		12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.		13
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		14
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES		14
PART IV		15
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES		15
ITEM 16. FORM 10-K SUMMARY		15
SIGNATURES		16

Certain statements discussed in Item 1 (Business), Item 3 (Legal Proceedings), Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Annual Report on Form 10-K as well as in other materials and oral statements that the Company releases from time to time to the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concerning management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters involve significant known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Such risks, uncertainties and other important factors are discussed and Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition, these statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995. It should be understood that it is not possible to predict or identify all such factors. Consequently, the following should not be considered to be a complete discussion of all potential risks or uncertainties. The words “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission.2

iiCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

~~PART~~This Annual IReport on Form 10-K (this “Report”) contains forward-looking statements, including, without limitation, in the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “target,” “seek,” “estimate,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding:

~~Item~~● 1.Lack ~~Business~~of working capital;

~~Overview~~● Inability to raise additional financing;

~~Signet~~● ~~International~~Deterioration ~~Holdings, Inc. (the “Company”) was incorporated on February 2, 2005~~ in ~~accordance~~general ~~with~~or ~~the~~regional ~~Laws~~economic ~~of the State of Delaware as 51142, Inc. The Company changed its corporate name to Signet International Holdings, Inc. in conjunction with the September 8, 2005 transaction discussed below.~~conditions;

On● ~~September~~Adverse 8,state ~~2005,~~or ~~pursuant~~federal tolegislation aor ~~Stock~~regulation ~~Purchase Agreement~~that ~~and~~increase ~~Share Exchange (Agreement) by and among Signet International Holdings, Inc. (Signet); Signet Entertainment Corporation (SIG) and~~ the ~~shareholders~~costs of ~~SIG (Shareholders) (collectively SIG and the SIG shareholders shall be known as the “SIG Group”)~~compliance, ~~Signet~~ ~~acquired~~or ~~100.0%~~adverse offindings ~~the~~by ~~then issued and outstanding preferred and common stock of SIG for~~ a ~~total~~regulator ofwith ~~3,421,000~~respect ~~common~~to ~~shares~~existing and ~~5,000,000~~ ~~preferred~~proposed ~~shares of Signet’s stock issued to the SIG Group. Pursuant to the agreement, SIG became a wholly owned subsidiary of Signet.~~operations;

~~Signet~~● ~~Entertainment~~Inability ~~Corporation was incorporated on October 17, 2003 in accordance with the Laws of the State of Florida. SIG was formed~~ to establish a television network “The Gaming and Entertainment Network”. To date, this effort has been incomplete. The Company has abandoned pursuing of any gaming or entertainment operations. The Company’s principal business plan was to focus in developing advanced technologies, energy solutions and medical devices. By utilizing sub licensing arrangements for the intellectual property licenses we acquire, our strategy was focused on identifying strategic partners that can develop and market ~~products based on the underlying technologies. We do not claim to have expertise in the various intellectual properties we seek to acquire. Instead,~~ our ~~value was based on our ability to assess technologies and appropriate partners for the commercialization of~~ products and process based on the underlying intellectual property. Research and development of the underly technologies was being performed at major universities in Florida. The development of a commercial products was conducted by our strategic partners.;

~~Our~~● ~~Plan~~Significant competition in our industry and product market;

~~Going~~● ~~forward,~~Inability ~~we intend~~ to ~~seek,~~achieve ~~investigate~~future ~~and,~~sales iflevels such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. Our objectives discussed below are extremely general and are not intended to restrict discretion of our board of directors to search for and enter into potential business opportunities or toother ~~reject~~operating ~~any such opportunities.~~results;

We● ~~will~~Our ~~not~~reliance ~~restrict our~~on potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development, one that is already in operation or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various ~~stages~~third ofparty ~~development,~~supplies ~~all of which will make the task of comparative investigation~~ and ~~analysis of~~distributors; ~~such business opportunities difficult~~ and ~~complex.~~

~~Recent~~● ~~Developments~~The unavailability of funds for capital expenditures.

OnThe forward-looking ~~February~~statements 28are not meant to predict or guarantee actual results, ~~2022~~performance, events or circumstances and may not be ~~the~~realized ~~Company,‎~~because ~~Estate~~they ofare ~~Ernest~~based W.upon ~~Letiziano~~our current projections, ~~Ms. Hope~~plans, ~~Hillabrand~~objectives, beliefs, expectations, estimates and ~~Mr.~~assumptions ~~Thomas~~and are ~~Donaldson~~subject ~~‎‎(collectively,~~to ~~the~~a ~~“Controlling Shareholders”)~~number ~~and~~of ~~Golden~~risks ~~Ally~~and ~~Lifetech~~uncertainties ~~Group~~and ~~Co.,~~other ~~Ltd.~~influences, amany ~~Delaware~~of ~~corporation~~which ~~(“Golden~~we ~~Ally”)~~have ~~entered~~no ~~into~~control aover. ~~Share~~Actual results and the ~~Purchase~~timing of certain events and ~~Exchange~~circumstances ~~Agreement~~may (differ materially from those described by the ~~“SPA”)~~forward-looking statements as a result of these risks and uncertainties.

~~Under~~Any forward-looking ~~the~~statements ~~SPA,~~in ~~the~~this ~~Controlling Shareholders~~Report ofreflect ~~the~~our ~~Company~~current ~~agreed~~views with respect to ~~sell~~future events or to ~~Golden~~our ~~Ally~~future ~~their~~financial ~~capital~~performance and ~~stock~~involve ofrisks, ~~the~~uncertainties ~~Company~~and other factors that may cause actual results, ~~consisting~~performance ofor 5achievements to be materially different from any future results,~~000,000~~ ~~shares~~performance ofor ~~Series~~achievements expressed or implied by these forward-looking statements. Factors that may influence Aor ~~Convertible~~contribute ~~Super~~to ~~Preferred~~the ~~Stock~~inaccuracy ~~(convertible~~of ~~into~~the 50forward-looking statements or cause actual results to differ materially from current expectations include,~~000~~ among other things,~~000~~ ~~common~~those ~~shares)~~discussed elsewhere in this Report and ~~4,474,080~~in ~~common~~our ~~shares~~other ~~for~~reports ~~$375~~filed with the SEC. Given these uncertainties,~~000‎~~ you are cautioned not to place undue reliance on these forward-looking statements. We disclaim any obligation to update the forward-looking statements contained in ~~cash~~this Report to reflect any new information or future events or circumstances or otherwise, except as required by law.

‎‎The SPA contains representations, warranties and covenants customary for a transaction of this nature, as well as certain indemnification obligations of the parties thereto for breaches of representations, warranties and covenants.REFERENCES

~~The consummation of the~~As ~~transaction~~used isin ~~subject~~this toReport: (i) the ~~satisfaction~~terms or“we”, ~~waiver~~“us”, of“our”, ~~certain~~“Golden ~~customary~~Ally” ~~conditions~~and atthe “Company” ormean ~~prior~~Golden toAlly ~~the~~Lifetech ~~closing~~Group, ~~including~~Inc. ~~(i)~~and ~~the~~any ~~accuracy~~ of ~~each~~its ~~party’s~~subsidiaries, ~~representations~~taken ~~and~~together; ~~warranties~~ (~~subject to certain materiality standards), (~~ii) ~~each party’s compliance with~~“SEC” ~~its~~refers ~~covenants~~to ~~contained in~~ the ~~SPA~~Securities ~~(subject~~and toExchange aCommission; ~~customary materiality standard),~~ (iii) ~~the~~“Securities ~~absence~~Act” ofrefers ~~any~~to ~~event,~~the ~~change,~~Securities ~~effect,~~Act ~~occurrence or~~of ~~circumstance that~~1933, ~~individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the~~as ~~Company~~amended; ~~and~~ (iv) ~~the~~“Exchange ~~absence~~Act” ofrefers ~~any~~to ~~law~~the orSecurities ~~order~~Exchange ~~that~~Act ~~restrains,~~of ~~enjoins~~1934, ~~makes~~as ~~illegal~~amended; orand ~~otherwise~~(v) ~~prevents~~all ordollar ~~prohibits~~amounts ~~the closing.~~refer ~~The~~to ~~parties~~United ~~expect~~States ~~that~~dollars ~~the~~unless ~~transaction~~otherwise ~~will close in the second quarter of 2022~~indicated.

On May 21, 2021, the Controlling Shareholders of the Company voted to appoint Alysia WolfsKeil, Esq. as the Interim Chief Executive Officer and Interim Chief Financial Officer, in order to fulfill the positions within the Company left vacant by the recent passing of Ernest W. Letiziano, the previous Chief Executive Officer and Chief Financial Officer of the Company. 3

ITEM 1. BUSINESS.

~~On March 1, 2022, the Controlling Shareholders took action by written~~April ~~consent appointing Ms. WolfsKeil as the sole director of the Company, effective immediately . On March 1,~~ 2022, ~~Ms.~~Reverse ~~WolfsKeil,~~Merger in her capacity as the sole director of the Company, took action by written consent to appoint herself as the Chief Executive Officer and the Chief Financial Officer of the Company. Ms. WolfsKeil, Esq. shall serve as the sole director, Chief Executive Officer and Chief Financial Officer until the next annual meeting of the Company or until her successor has been duly elected and qualified or until her earlier death, resignation, or removal.(Purchase)

1.On February to28, ~~elect~~2022, ~~Alysia~~Signet ~~WolfsKeil~~International toHoldings, beInc. ~~the~~(“Signet”),‎ ~~sole~~Estate ~~director~~ of ~~the~~Ernest ~~Company~~W. ~~effective~~Letiziano, ~~immediately~~Ms. Hope Hillabrand, and Mr. Thomas Donaldson ‎‎(collectively, the “~~Election~~Controlling ofShareholders”) ~~Sole~~and ~~Director~~Golden Ally Lifetech Group Co., Ltd., a Delaware corporation (“Golden Ally”); entered into a Share Purchase and Exchange Agreement (the “SPA”).

~~2. to amend and restate our Certificate of Incorporation in~~ Under the ~~form attached to this Information Statement as Appendix A (the “Amended Charter”)~~SPA, ~~which, among other things, (A) increases~~ the ~~number~~Controlling ofShareholders ~~authorized~~agreed ~~shares~~to ofexchange ~~our~~their ~~common~~capital stock ~~from~~of ~~One Hundred Million (100~~Signet,~~000,000)~~ ~~shares,~~consisting ~~par~~of ~~value $0.001 per share~~5, ~~to Ten Billion (10,~~000,000~~,000)~~ shares, ~~par~~of ~~value~~Series ~~$0.00001~~A ~~per~~Convertible Super ~~share~~Preferred ~~(the “Common~~ Stock~~”),~~ (B)convertible ~~increases~~into ~~the number of authorized shares of our preferred stock from Fifty Million (~~50,000,000) common shares), ~~par value $0.001 per share~~4, ~~to One Billion (1~~474,~~000,000,000)~~080 common shares, ~~par~~and ~~value~~ $~~0.00001 per share (the “Preferred Stock”)~~375, (C) designates all the authorized Preferred Stock as Series A Preferred Stock (the “Series A Preferred Stock”), with holders of the Series A Preferred Stock having ten (10) votes per share held on all matters 000‎~~submitted~~ tocash ~~the stockholders of the Company~~ for aall ~~vote thereon and each share of Series ‎A Preferred Stock convertible at~~ the ~~option~~ shares of ~~the holder into one (1) share of ‎Common Stock, and (D) changes our name from “Signet International Holdings, Inc.” to “~~Golden Ally ~~Lifetech Group, Inc.”~~ (the “~~Change of Name~~Purchase”);.

3The Purchase contemplated by the SPA was consummated on April 6, 2022. toImmediately ~~amend~~after the closing, the former stockholders of Golden Ally Sub collectively hold beneficially and ~~restate~~of ~~our~~record ~~bylaws~~over in99% of the ~~form~~total ~~attached~~issued toand ~~this~~outstanding ~~Information~~equity ~~Statement~~securities asand ~~Appendix~~voting Bpower (of Signet. The Purchase resulted in Golden Ally becoming a subsidiary of Signet and the ~~“Amended~~shareholders ~~Bylaws”);~~of Golden Ally holding shares of Signet.

4.In March to2022 ~~authorize~~Signet’s ~~(A)~~Board ~~the filings~~ of aDirectors ~~Certificate~~approved, ofamong ~~Correction~~other ~~(the~~things, ~~“Certificate~~an ofAmended ~~Correction”)~~ and ~~past~~Restated ~~due~~Certificate ~~annual~~of ~~reports~~Incorporation ~~with~~and ~~the~~Amended and ~~Delaware~~Restated ~~Secretary~~Bylaws, ofsubject ~~State~~ to ~~correct~~stockholder ~~the~~approval. ~~Certificate~~Stockholder ofapproval ~~Dissolution~~was ~~erroneously~~obtained ~~filed~~through ~~with~~written ~~the~~consent. ~~Delaware~~On ~~Secretary~~July of8, ~~State~~2022, onGolden Ally ~~March~~was 1,merged ~~2018~~with and tointo ~~the~~Signet ~~extent~~and ~~necessary~~Signet’s toname ~~reinstate~~was ~~the~~from ~~‎Company~~“Signet asInternational aHoldings, ~~Delaware~~Inc.” ~~corporation~~to in“Golden Ally ~~good~~Lifetech ~~standing~~Group, ~~and~~Inc.” ~~(B)~~In ~~the~~this ~~taking~~report ofreferences ~~any~~to ~~actions~~“Golden ~~deemed~~Ally” ~~advisable~~or by the “Company” ~~and~~refer ~~its counsel~~ to ~~cancel~~the operations and ~~‎negate~~assets ~~the Articles~~ of ~~Conversion filed in~~ the ~~State~~Company ~~of Nevada‎~~ on ~~February~~a ~~28,~~post-purchase ~~2018 (collectively, the “Reinstatement”)~~basis.

~~This notice was mailed out to shareholders on March 17, 2022. The corporate~~Company ~~actions referenced in 2 and 3 above are subject to the closing of the SPA and approval by FINRA.~~Overview

~~Intellectual~~Golden Ally ~~Property~~is focused on its Aquaporin (“AQP”) Bottled Water project, which is a derivative of an academic inspiration from the 2003 Nobel Laureates in Chemistry, Dr. Peter Agre and Dr. Roderick MacKinnon jointly, “for discoveries concerning channels in cell membranes”. Golden Ally has been working closely with experienced field experts and top scientific research institutions to apply the theory of aquaporins into its commercialized products, i.e., the AQP Bottled Water.

WeAQP Bottled doWater ~~not~~is ~~currently~~the ~~hold~~product ~~any~~of ~~intellectual~~a ~~property~~unique water filtration technology derived from raw materials with exclusive access by Golden Ally. The advanced technology can enhance water filtration for better body cell absorption. All AQP Bottled Water products are expected to be produced through OEM arrangements and their distribution logistics will also be supported by the OEM partners.

~~Employees~~AQP Bottled Water is an epoch-making product. Golden Ally has been running laboratory tests on its products at the David Geffen School of Medicine at University of California, Los Angeles.

AsHigh-income households ofare ~~the~~Golden ~~date~~Ally’s oftargeted ~~this~~consumers ~~filing~~due weto ~~currently~~a ~~have~~strong correlation between income level and health spending. The global noconsumer ~~employees,~~pool ~~except~~for ~~our~~AQP ~~executive~~Bottled ~~team,~~Water ~~which~~is ~~consists~~estimated at 17.61 million households. These households represent the portion that has an annual household income of 1over ~~person~~$150,000 USD, a level that can potentially support annual household spending on healthcare products.

~~Item~~Plan of ~~1A. Risk Factors~~Operations

AsIn order afor ~~smaller~~us ~~reporting~~to ~~company~~implement our business plan over the next 12 months, aswe ~~defined~~have byidentified various milestones that we are striving to achieve ~~Rule~~and ~~12b~~have taken various actions to achieve those milestones, including those outlined in this report. The Company regularly engages with its manufacturing supplier. Multiple milestones have been achieved through collaboration efforts. The bottle has been designed and mold been manufactured; label has also been designed up to FDA specifications; manufacturing lines design to our specific process requirement has also been finished. The core filtering material has finally been manufactured, despite COVID-219 ofinduced significant delays that constrained our effort. We are actively pushing forward to produce our final production plan targeted for the ~~Exchange~~middle ~~Act~~of ~~and~~2023. inWe ~~Item~~have 10kept communication with TCAM (fdefined below)~~(1)~~ about the progress of ~~Regulation~~their ~~S-K,~~marketing weefforts. We are ~~electing~~relying ~~scaled~~on ~~disclosure~~TCAM ~~reporting~~to ~~and~~market ~~therefore~~our ~~are~~water ~~not~~according to the agreement, ~~required~~all payments to ~~provide~~TCAM ~~the~~have ~~information~~been ~~requested~~current. byCOVID-19 ~~this~~and ~~item~~its indirect effects have been a big delay factor in the implementation of TCAM’s effort.

~~Item~~Distribution Method ~~1B.~~for ~~Unresolved~~Our ~~Staff Comments~~Products

~~Not~~In June ~~applicable~~2022 we entered into a Bottling Agreement (the “Bottling Agreement”) with Azure Water Bottling of Florida, LLC (“Azure”) pursuant to which Azure will produce, bottle, label and ship our AQP active water products. The Bottling Agreement is for an initial one-year term, subject to potential renewal at the election of Golden Ally. Azure is an integrated OEM bottler that supplies many beverage products on the market.

~~Item~~In July 22022, we entered into a Supplier Agreement (the “Supplier Agreement”) with Taucoin Asset Management, LLC (“TCAM”), and entity owned and controlled by a significant shareholder, pursuant to which the Company will supply TCAM with the Company’s AQP water products for sale and distribution on a blockchain-based platform being developed to facilitate sales of the Company’s products (the “Platform”). ~~Properties~~TCAM, and its related subsidiaries and affiliates, is a financial technology company that develops certain blockchain-based technology solutions for business enterprises. Also in July 2022 the Company and TCAM entered into a Strategic Alliance Agreement (the “Strategic Agreement”) related to the parties’ collaboration and efforts in marketing and selling the Company’s AQP water products through the platform, selling licenses to clients to access the Platform, and related matters.

~~We do not own any property. We currently lease~~Developments ~~the~~with ~~property~~respect ofto our home office at 205 Worth Avenue, Suite 316, Palm Beach, Florida 33480. We believe our current facilities are sufficient for our current needs and will be adequate, or that suitable additional or substitute space will be available on commercially reasonable terms, for the ~~foreseeable~~Supplier ~~future.~~Agreement include:

~~Item~~We have 3kept the communications with TCAM about the progress of their marketing efforts. ~~Legal~~We ~~Proceedings~~are relying on TCAM to market our water according to the agreement, all payments to TCAM have been current.

~~We are currently not involved in any litigation~~The ~~that~~Company wehas ~~believe~~been ~~could~~engaged ~~have~~with aour ~~material~~manufacturing ~~adverse~~supplier ~~effect~~ on ~~our~~weekly ~~financial~~basis ~~condition~~since orthe ~~results~~signing of ~~operations~~the agreement. ~~There~~Multiple ismilestones nohave been ~~action,~~achieved ~~suit,~~through ~~proceeding, inquiry~~the orcollaboration ~~investigation~~efforts. ~~before~~The orbottle byhas ~~any~~been ~~court,~~designed ~~public~~and ~~board,~~mold ~~government~~been ~~agency,~~manufactured; ~~self-regulatory~~label ~~organization~~has oralso ~~body~~been ~~pending~~designed up ~~or,~~ to ~~the~~ ~~knowledge~~FDA ofspecifications; ~~the~~manufacturing ~~executive~~lines ~~officers~~design ofto our ~~company~~specific orprocess ~~any~~requirement ofhas ~~our~~also ~~subsidiaries,~~been ~~threatened~~finished. ~~against~~The orcore ~~affecting~~filtering ~~our~~material has ~~company,~~finally ~~our~~been ~~common stock~~manufactured, ~~any~~despite of ~~our~~COVID-19 ~~subsidiaries~~induced orsignificant ofdelays ~~our~~that ~~companies~~constrained or our ~~subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect~~effort.

~~Item~~ 4~~. Mine Safety Disclosure~~

~~Not applicable.~~ Marketing

2We intend to continue to market our product through TCAM and to avail ourselves to the promotional activities of other companies and competitors regarding the benefits of premium bottled water products. We anticipate that TCAM initial marketing thrust will be to support the retailers and distribution network with point of sales displays and other marketing materials, strategically adding an extensive public relations program and other marketing as the markets dictate.

~~PART II~~Competition

~~Item~~The commercial 5retail beverage industry, and in particular its non-alcoholic beverage segment, is highly competitive. Market ~~for~~participants are ~~Registrant’s~~of ~~Common~~various ~~Equity~~sizes, ~~Related~~with ~~Stockholder~~various ~~Matters~~market shares and ~~Issuer~~geographical ~~Purchases~~reach, some of ~~Equity~~whom ~~Securities~~have access to substantially more sources of capital. We compete generally with all liquid refreshments, including bottled water and numerous specialty beverages, such as: CORE® Hydration, SOBE®, Snapple®, AriZona® Iced Tea, Vitaminwater®, Gatorade Perform®, and POWERADE®. We compete indirectly with major international beverage companies including but not limited to: The Coca-Cola Company®, PepsiCo, Inc., The Nestlé Group, Dr Pepper Snapple Group, Inc, Danone S.A., The Kraft Heinz Company, and Unilever PLC. These companies have established market presence in the United States and globally, and offer a variety of beverages that are competitors to our products. We face potential direct competition from such companies, because they have the financial resources, and access to manufacturing and distribution channels to rapidly enter the alkaline water market.

We will compete directly with other premium water producers and brands focused on the emerging health related beverage market including Eternal, Essentia, Core, Icelandic, Real Water, AQUAHydrate, Mountain Valley, Qure, Penta, and Alka Power. Our competitors may introduce larger sizes and offer them at an prices that are lower than our products. We can provide no assurances that consumers will continue to purchase our products or that they will not prefer to purchase a) ~~Market~~competitive ~~Information~~product.

~~Market for our common stock~~Intellectual Property

~~Our~~Where available, ~~common~~we ~~stock~~intend isto ~~currently~~obtain ~~quoted~~trademark onprotection in the ~~OTC~~United States for a number of trademarks for slogans and product designs. ~~Markets~~We intend to aggressively assert our rights under ~~the~~trade ~~symbol~~secret, ~~SIGN~~unfair competition, trademark and copyright laws to protect our intellectual property, including product design, product research and concepts and recognized trademarks. ~~There~~ isThese ~~not~~rights ~~active~~are ~~trading~~protected ~~market~~through ~~for~~the acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in our ~~common~~opinion, ~~stock~~infringing these rights.

~~(b) Record Holders~~Governmental Regulation

AsAny third-party ofbottling ~~December~~facility ~~31,~~that ~~2021,~~we ~~there~~may ~~were~~choose ~~approximately~~to utilize in the future and any other such operations will be subject to various environmental ~~184~~protection ~~stockholders~~statutes and regulations, including those relating to the use of ~~record~~water resources and the discharge of wastewater. It will be our ~~common~~policy ~~stock.~~to ~~This~~comply ~~number~~with ~~does~~any ~~not~~and ~~include~~all ~~shares~~such ~~held~~legal byrequirements. ~~brokerage~~Compliance ~~clearing~~with ~~houses~~these provisions has not had, ~~depositories~~and orwe do not expect ~~others~~such incompliance ~~unregistered~~to ~~form.~~have, ~~The~~any ~~stock~~material ~~transfer~~adverse ~~agent~~effect ~~for~~on our ~~securities~~capital isexpenditures, ~~Olde~~net ~~Monmouth~~income ~~Stock~~or ~~Transfer~~competitive Coposition.~~, Inc.~~

~~(c) Dividends~~Employees

~~Since~~As of ~~our~~December ~~inception~~31, 2022, we ~~have~~had ~~not~~10 ~~declared~~full-time ~~nor paid~~employees ~~any cash dividends on our capital stock~~ and we1 dopart-time ~~not~~employee. ~~anticipate~~We ~~paying~~believe ~~any~~that ~~cash~~our ~~dividends in the foreseeable~~ future. ~~Our~~success ~~current policy~~will isdepend ~~to retain any earnings~~ in ~~order~~part on ~~to finance~~ our ~~operations.~~continued ~~Our~~ability ~~Board~~to ~~will~~attract, ~~determine~~hire ~~future declarations~~ and ~~payments~~retain ofqualified ~~dividends, if~~personnel. ~~any,~~None inof ~~light~~our ofemployees ~~the~~is ~~then-current~~represented ~~conditions~~by ita ~~deems~~labor ~~relevant~~union, and we inbelieve ~~accordance~~that ~~with~~our ~~applicable~~employee ~~corporate~~relations ~~law~~are good.

~~(d)~~Legal Proceedings; ~~Securities~~Product ~~Authorized for Issuance under Equity Compensation Plans~~Liability

WeFrom time to time, we may be subject to legal proceedings and claims in the ordinary course of business. Currently, we are not a party to any material legal proceedings or subject to any material claims. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have noan ~~existing~~adverse ~~equity~~impact ~~compensation~~on ~~plan~~us because of defense and settlement costs, diversion of management resources, and other factors.

~~Recent Sales of Unregistered Securities; Use~~Available ~~of Proceeds from Sale of Registered Securities~~Information

~~None~~We file our Annual Report on Form 10-K, our quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports electronically with the SEC. Our annual and quarterly reports, along with all other reports and amendments filed with or furnished to the SEC, are publicly available free of charge on the Investor Relations section of our website as soon as reasonably practicable after these materials are filed with or furnished to the SEC. Our corporate governance policies, ethics code and board of directors’ committee charters will be posted under the Investor Relations section of our website. The information contained on our website is not part of, and is not incorporated by reference in, this Annual Report on Form 10-K or any other report or document we file with or furnish to the SEC. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

~~Rule 10B-18~~ITEM 1A. ~~Transactions~~RISK FACTORS

~~During~~As ~~the~~a ~~year~~“smaller ~~ended~~reporting ~~December 31, 2021,~~company” ~~there~~as ~~were~~defined noby ~~repurchases~~Item 10 of Regulation S-K, the Company’s ~~common~~is ~~stock~~not byrequired to provide the ~~Company~~information required by this Item.

~~Item 6~~ITEM 1B. ~~[Reserved]~~UNRESOLVED STAFF COMMENTS

3Not applicable.

~~Item 7~~ITEM 2. ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~PROPERTIES

~~This Management’s Discussion and Analysis~~Our ofprincipal ~~Financial~~executive ~~Condition~~office ~~and~~is ~~Results~~located ofat ~~Operations~~901 ~~includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance~~S. ~~You~~Mopac ~~can~~Exp ~~identify~~Building ~~these statements by forward-looking words such as “may” “will~~1,” ~~“expect,”~~Suite ~~“anticipate~~300,” ~~“believe~~Austin,” ~~“estimate”~~TX ~~and “continue,” or similar words~~78746. ~~Those~~ ~~statements~~We ~~include~~currently ~~statements~~lease ~~regarding~~space ~~the~~at intent, belief or current expectations of us and members of its management team as well as the assumptions on which such statements are based and actual results may differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this ~~Annual~~property ~~Report~~for ~~and~~$332 inper ~~other reports we file with the Securities and Exchange Commission~~month.

~~While these forward-looking statements, and~~ITEM any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein3. ~~Except~~LEGAL ~~as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.~~PROCEEDINGS

~~Overview~~None.

~~Signet International Holdings, Inc. (the “Company”)~~ITEM ~~was incorporated on February 2, 2005 in accordance with the Laws of the State of Delaware as 51142, Inc~~4. ~~The~~MINE ~~Company~~SAFETY ~~changed its corporate name to Signet International Holdings, Inc. in conjunction with the September 8, 2005 transaction discussed below.~~DISCLOSURES

~~On September 8, 2005, pursuant to a Stock Purchase~~Not Agreement and Share Exchange (Agreement) by and among Signet International Holdings, Inc. (Signet); Signet Entertainment Corporation (SIG) and the shareholders of SIG (Shareholders) (collectively SIG and the SIG shareholders shall be known as the “SIG Group”), Signet acquired 100.0% of the then issued and outstanding preferred and common stock of SIG for a total of 3,421,000 common shares and 5,000,000 preferred shares of Signet’s stock issued to the SIG Group. Pursuant to the agreement, SIG became a wholly owned subsidiary of Signet.Applicable

Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. Our objectives discussed below are extremely general and are not intended to restrict discretion of our board of directors to search for and enter into potential business opportunities or to reject any such opportunities.5

~~We will not restrict~~PART our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development, one that is already in operation or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.II

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

OnOur common ~~February~~stock 28is listed on the OTC Pink Sheets under the symbol “AQPW”, ~~2022~~however, to date trading in our common stock is limited and sporadic, ~~the~~and ~~Company~~therefore,‎ ~~Estate~~there ofis ~~Ernest~~not W.an ~~Letiziano,~~established ~~Ms. Hope~~trading ~~Hillabrand,~~market ~~and~~for Mrour common stock. ~~Thomas~~As ~~Donaldson~~of ~~‎‎(collectively~~March 31, ~~the~~2023, ~~“Controlling~~there were approximately 298 ~~Shareholders”)~~holders ~~and~~of ~~Golden~~record ~~Ally~~of ~~Lifetech~~our ~~Group~~common Costock., ~~Ltd.,~~The aactual ~~Delaware~~number ~~corporation~~of ~~(“Golden~~stockholders ~~Ally”)~~is ~~entered~~greater ~~into~~than athis ~~Share Purchase~~number of record holders, and ~~Exchange~~includes stockholders ~~Agreement~~who ~~(the~~are ~~“SPA”)~~beneficial owners, but whose shares are held in street name by brokers and other nominees.

~~Under~~ Over-the-counter ~~SPA~~market quotations reflect inter-dealer prices, ~~the~~without ~~Controlling Shareholders~~retail ofmark-up, ~~the~~mark-down ~~Company~~or ~~agreed~~commission toand ~~sell~~may tonot ~~Golden~~necessarily ~~Ally~~represent ~~their~~actual ~~capital~~transaction. The following ~~stock~~information reflects the high and low prices of the Company,’s ~~consisting~~common ofstock ~~5,000,000~~on ~~shares~~the ofPink ~~Series A~~Sheets ~~Convertible~~for ~~Super~~the ~~Preferred~~last ~~Stock~~two ~~(convertible~~fiscal years ~~into~~ended 50December 31,~~000,000~~ ~~common~~2021 ~~shares)~~ and 4December 31,~~474,080~~ ~~common~~2022 ~~shares~~(inclusive ~~for~~of ~~$375,000‎~~data inprior ~~cash.~~to the effective date of the Purchase):

Period	High		Low
2022
First Quarter	$	0.40	$	0.087
Second Quarter	$	0.90	$	0.191
Third Quarter	$	0.90	$	0.11
Fourth Quarter	$	0.328	$	0.101

Period	High		Low
2021
First Quarter	$	0.85	$	0.1255
Second Quarter	$	0.278	$	0.11
Third Quarter	$	0.22	$	0.05
Fourth Quarter	$	0.40	$	0.1078

The consummation of the transaction is subject to the satisfaction or waiver of certain customary conditions at or prior to the Closing, including (i) the accuracy of each party’s representations and warranties (subject to certain materiality standards), (ii) each party’s compliance with its covenants contained in the SPA (subject to a customary materiality standard), (iii) the absence of any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company and (iv) the absence of any law or order that restrains, enjoins, makes illegal or otherwise prevents or prohibits the Closing. The parties expect that the transaction will close in the second quarter of 2022.Dividends

OnWe have ~~May~~not ~~21,~~paid ~~2021,~~dividends ~~the Controlling~~on ~~Shareholders~~any of ~~the~~our ~~Company~~classes ~~voted~~of capital stock to ~~appoint~~date ~~Alysia~~and ~~WolfsKeil,~~do ~~Esq.~~not asanticipate ~~the~~paying ~~Interim~~any ~~Chief~~cash ~~Executive~~dividends ~~Officer~~on ~~and~~shares ~~Interim~~of ~~Chief~~our ~~Financial~~common ~~Officer,~~stock in ~~order~~the foreseeable future. We currently intend to ~~fulfill~~retain ~~the~~all ~~positions~~of ~~within~~our ~~the~~future ~~Company~~earnings, ~~left~~if ~~vacant~~any, byto fund the ~~recent~~development ~~passing~~and growth of ~~Ernest~~our Wbusiness. ~~Letiziano,~~Any future determination relating to our dividend policy will be made at the ~~previous~~ ~~Chief~~discretion ~~Executive~~of ~~Officer~~our Board and ~~Chief~~will depend ~~Financial~~on ~~Officer~~a number of ~~the~~factors, ~~Company~~including future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and covenants and other factors that our Board may deem relevant.

OnSecurities ~~March 1, 2022, the Controlling Shareholders took action by written~~Authorized ~~consent~~for ~~appointing~~Issuance ~~Ms.~~under ~~WolfsKeil~~Equity asCompensation the sole director of the Company, effective immediately . On March 1, 2022, Ms. WolfsKeil, in her capacity as the sole director of the Company, took action by written consent to appoint herself as the Chief Executive Officer and the Chief Financial Officer of the Company. Ms. WolfsKeil, Esq. shall serve as the sole director, Chief Executive Officer and Chief Financial Officer until the next annual meeting of the Company or until her successor has been duly elected and qualified or until her earlier death, resignation, or removal. Plans

~~On March 16, 2022, the~~The Company ~~filed~~does anot ~~Form~~currently ~~14-C~~maintain ~~Information~~any ~~Statement~~Equity toCompensation ~~give notice to our shareholders of record as of March 1, 2022 of the following corporate actions:~~Plans.

1ITEM 6. ~~to elect Alysia WolfsKeil to be the sole director of the Company effective immediately (the “Election of Sole Director”);~~[RESERVED]

2ITEM 7. toMANAGEMENT’S ~~amend~~DISCUSSION ~~and~~AND ~~restate~~ANALYSIS ~~our~~OF ~~Certificate~~FINANCIAL ofCONDITION ~~Incorporation~~AND inRESULTS ~~the~~OF form attached to this Information Statement as Appendix A (the “Amended Charter”), which, among other things, (A) increases the number of authorized shares of our common stock from One Hundred Million (100,000,000) shares, par value $0.001 per share, to Ten Billion (10,000,000,000) shares, par value $0.00001 per share (the “Common Stock”), (B) increases the number of authorized shares of our preferred stock from Fifty Million (50,000,000) shares, par value $0.001 per share, to One Billion (1,000,000,000) shares, par value $0.00001 per share (the “Preferred Stock”), (C) designates all the authorized Preferred Stock as Series A Preferred Stock (the “Series A Preferred Stock”), with holders of the Series A Preferred Stock having ten (10) votes per share held on all matters ‎submitted to the stockholders of the Company for a vote thereon and each share of Series ‎A Preferred Stock convertible at the option of the holder into one (1) share of ‎Common Stock, and (D) changes our name from “Signet International Holdings, Inc.” to “Golden Ally Lifetech Group, Inc.” (the “Change of Name”);OPERATIONS

3.The following discussion provides information which management believes is relevant to ~~amend~~an assessment and ~~restate~~understanding of our ~~bylaws~~results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto included elsewhere in this Report. Except for historical information contained herein, the ~~form~~following ~~attached~~discussion contains forward-looking statements which are subject to ~~this~~known ~~Information~~and ~~Statement~~unknown asrisks, ~~Appendix~~uncertainties Band ~~(the~~other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We discuss such risks, uncertainties and other factors throughout this Report. For additional discussion, see “~~Amended~~CAUTIONARY ~~Bylaws~~NOTE REGARDING FORWARD LOOKING STATEMENTS”); above.

4. to authorize (A) the filings of a Certificate of Correction (the “Certificate of Correction”) and past due annual reports with the Delaware Secretary of State to correct the Certificate of Dissolution erroneously filed with the Delaware Secretary of State on March 1, 2018 and to the extent necessary to reinstate the ‎Company as a Delaware corporation in good standing, and (B) the taking of any actions deemed advisable by the Company and its counsel to cancel and ‎negate the Articles of Conversion filed in the State of Nevada‎ on February 28, 2018 (collectively, the “Reinstatement”).Corporate Overview

~~This~~Golden Ally ~~notice~~is ~~was~~focused ~~mailed~~on its Aquaporin (“AQP”) Bottled Water project, which is a derivative of an academic inspiration from the ~~out~~2003 toNobel ~~shareholders~~Laureates in Chemistry, Dr. ~~The~~Peter ~~corporate~~Agre ~~actions~~and ~~referenced~~Dr. 2Roderick MacKinnon jointly, “for discoveries concerning channels in cell membranes”. Golden Ally has been working closely with experienced field experts and 3top ~~above~~scientific ~~are~~research ~~subject~~institutions to apply the ~~closing~~theory of ~~the~~aquaporins ~~SPA~~into ~~and~~its ~~approval~~commercialized byproducts, ~~FINRA~~i.e., the AQP Bottled Water.

~~Results~~AQP Bottled Water is the product of ~~Operations~~a unique water filtration technology derived from raw materials with exclusive access by Golden Ally. The advanced technology can enhance water filtration for better body cell absorption. All AQP Bottled Water products are expected to be produced through OEM arrangements and their distribution logistics will also be supported by the OEM partners.

~~For~~AQP Bottled Water is an epoch-making product. Golden Ally has been running laboratory tests on its products at the ~~Years~~David ~~Ended~~Geffen ~~December~~School ~~31,~~of Medicine ~~2021~~at ~~and~~University ~~2020~~of California, Los Angeles.

~~Revenue:~~High-income households are Golden Ally’s targeted consumers due to a strong correlation between income level and health spending. The global consumer pool for AQP Bottled Water is estimated at 17.61 million households. These households represent the portion that has an annual household income of over $150,000 USD, a level that can potentially support annual household spending on luxury products.

~~The Company is in its development stage. For the~~Recent ~~years ended December 31, 2021 and 2020, the Company did not have any revenue generating operations, nor did the Company has any related cost of goods sold.~~Developments

~~Operating~~During the ~~Expenses:~~quarter ended December 31, 2022, the Company continued taking steps to implement its business plan, including negating various agreements related to the production, marketing and distribution of its products, including a Supplier Agreement with Taucoin Asset Management, LLC and a Strategic Alliance Agreement with Taucoin Asset Management, LLC.

~~The Company’s operating losses for the years~~Results ~~ended December 31, 2021 and 2020 were $188,961 and $354,777, respectively, a decrease~~ of $165,816 or 47%. For the year ended December 31, 2021, the Company had total operating expenses of $188,961 primarily consisting of professional fees of $58,584, consulting fees of $8,140, public company expenses of $16,814, lease expense of $13,997, compensation expense of $76,150, research and development expenses of $1,000, storage expenses of $5,081, and other office expenses of $9,195. For the year ended December 31, 2020, the Company had total operating expenses of $354,777 primarily consisting of professional fees of $78,859, consulting fees of $208,029, public company expenses of $13,107, lease expense of $15,245, compensation expense of $16,072, research and development expenses of $6,000, travel and entertainment of $4,482, and other office expenses of $12,983.Operations

5Overview

~~Other~~Golden Ally ~~income:~~is a developmental stage company that is currently implementing its business plan, which is to be a start-up focused on a unique product offering. Our activities to date have focused on the development and exploration of water filtration technology and consumer products with AQP Bottled Water. We have been working with field experts and research institutions to apply and explore the ability to enhance water filtration for improved body cell absorption in commercialized water products. During the year ended December 31, 2022, the Company continued taking steps to implement its business plan, including negating various agreements related to the production, marketing and distribution of its products, including a Supplier Agreement with Taucoin Asset Management, LLC and a Strategic Alliance Agreement with Taucoin Asset Management, LLC

Other income for the years ended December 31, 2021 was $14,050 which is primarily attributable to the reduction of accounts payable over four years old which is past the statute of limitations. There was no comparable transaction for the prior period.6

~~Net~~Limited Operating ~~Loss:~~History; Need for Additional Capital

~~The~~We have ~~Company’s~~had ~~net~~limited ~~loss~~operations and have been issued a “going concern” opinion by our auditor for the ~~years~~year ended December 31, 2022, ~~2021~~based on our lack of an established source of revenues sufficient to cover our operating costs and ~~2020~~allow ~~was~~us ~~$174~~to continue as a going concern. As of December 31,~~911~~ ~~and~~2022, we have incurred a cumulative deficit of $~~354~~6,~~777~~129,157. ~~respectively~~There is limited historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee that we will be successful in our business operations.

~~Liquidity~~Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our products and ~~Capital~~market ~~Resources~~downturns.

AsIn the ofyear ended December 31, ~~2021~~2022, ~~the~~Golden ~~Company~~Ally ~~had~~received ~~total current~~$5,042,000 ~~assets~~for ofstock ~~$28~~subscriptions receivable related to its Common Stock,~~672,~~ which ~~primarily~~occurred ~~consisted~~prior ofto ~~cash~~the ofshare ~~$13,074~~exchange and ~~prepaid~~reverse ~~expenses~~merger. ofWe expect ~~$15,598.~~to Asrequire further outside sources of ~~December~~liquidity ~~31,~~and ~~2020,~~have ~~the Company~~no ~~had~~assurance ~~total~~that ~~current~~future ~~assets~~financings ofwill ~~$123~~be available to us on acceptable terms,~~875,~~ ~~which~~or ~~primarily~~at ~~consisted~~all. ofIf ~~cash~~financing ofis ~~$123~~not available on satisfactory terms,~~493~~ ~~and~~we ~~prepaid~~may ~~expenses~~be ofunable ~~$382.~~to Ascontinue, ofdevelop ~~December~~or expand our operations. ~~31,~~Equity ~~2021,~~financing ~~and~~could ~~2020~~result in additional dilution to existing shareholders. If we ~~had~~are aunable ~~working~~to raise additional capital ~~(deficit)~~to ~~surplus~~maintain our ofoperations ~~$(18,558)~~in ~~and~~the ~~$92~~future,~~781~~ ~~respectively~~we may be unable to carry out our business plans or we may be forced to cease operations.

~~The Company will need additional capital requirements~~Going during fiscal year 2022. Currently, the Company does not have any revenue generating business operations, nor does the Company currently have the capital resources required to execute its business strategy. Therefore, the Company will attempt to raise additional capital through the sale of our securities.Concern

~~The~~Our financial ~~Company~~statements ~~cannot assure that we will~~ have ~~sufficient capital~~been toprepared ~~finance~~on ~~our~~a ~~growth~~going ~~and/or~~concern ~~business~~basis ~~operations~~which orassumes ~~that~~Golden ~~such~~Ally ~~capital~~ will be ~~available~~able onto ~~terms~~realize ~~that~~its ~~are~~assets ~~favorable~~and ~~to the Company~~discharge orits atliabilities ~~all.~~in ~~The~~the ~~Company~~normal iscourse ~~currently~~of ~~incurring~~business ~~operating losses that are expected to continue~~ for the foreseeable future. ~~During~~No ~~the~~revenues ~~year ended December 31, 2021, we received total proceeds of $48,731 from sale of common stock which was used for working capital purposes. We~~ have ~~incurred~~been ~~legal,~~generated ~~accounting,~~to ~~consulting,~~date ~~rent, public company expenses,~~ and ~~office~~we ~~expense~~expect ~~during our operations~~limited revenues.

~~We anticipate generating losses and, therefore,~~Results ~~may~~of ~~be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party.~~ Operations

~~Going~~During year ~~Concern~~ended ~~Consideration~~ December 31, 2022, we did not generate any revenue. Our operating expenses year ended December 31, 2022 were $6,071,587 consisting primarily of professional fees and other expenses paid to continue to develop and implement marketing strategies our products and wages and salaries for Company personnel. As a result, for the year ended December 31, 2022, we incurred a loss from operations of $6,071,587. During the year ended December 31, 2021, we did not have any operations.

~~As reflected in the accompanying consolidated~~Liquidity ~~financial statements, the Company had a net loss~~ and ~~net~~Capital cash used in operations of $174,911 and $159,150, respectively, for the year ended December 31, 2021 and had no revenues during the year ended December 31, 2021. Additionally, the Company had an accumulated deficit, stockholders’ deficit, and working capital deficit of $8,029,435, $18,558 and $18,558, respectively, at December 31, 2021. These matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report.Resources

~~The ability of the Company to continue as a going concern is dependent~~Golden onAlly ~~the~~used ~~Company’s~~cash ~~ability~~of ~~to implement its business plan~~$6, ~~raise capital~~086,115 ~~and~~for‎ ~~generate~~operating ~~revenues.~~activities ~~The Company is looking~~ for ~~merger and acquisition opportunities and therefore will not be continuing~~ the ~~current~~year ~~business~~ended ~~plan.~~December ~~The~~31, ~~consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern~~2022.

~~Cash~~On July ~~Flows~~12, 2022, Golden Ally entered into an agreement with a company owned by a related party, Taucoin Asset Management LLC, to develop and implement marketing strategies for its products. The Company prepaid $1,000,000 on January 12, 2022 for services. During the year ended December 31, 2022, Golden Ally paid a total of $2,900,000 per the terms of the agreement for services to be provided.

	Years Ended December 31
	2021			2020
Net Cash Used in Operating Activities	$	(159,150	)	$	(169,196	)
Net Cash Provided by Financing Activities		48,731			186,028
Net Change in Cash	$	(110,419	)	$	16,832

On January 18, 2022, Golden Alley entered into an agreement for legal services. In January 2022, Golden Ally paid $500,000 as a retainer to the legal service provider.

~~Net~~Golden Ally ~~Cash~~has ~~Used~~a lease for an office in ~~Operating~~Texas ~~Activities:~~for one year at $332 per month. During 2022, the Company also entered into a lease for a location in California. The initial term of the lease was four months ending on May 31, 2022. The lease was renewed on June 1, 2022, and the base rent is currently $6,300 per month.

~~Net~~The ~~cash used~~Company indoes ~~operating~~not ~~activities~~have ~~was~~any ~~$159,150~~material ~~and~~future ~~$169,196~~cash requirements for ~~the~~existing contractual ~~years ended December 31, 2021 and 2020, respectively~~obligations.

●Off-Balance Sheet ~~During the year ended December 31, 2021 cash was used primarily as follows:~~Arrangements

oWe do ~~net~~not ~~loss~~have ~~was~~any ~~$174~~off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,~~911;~~ changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

oCritical Accounting ~~an increase in our prepaid expenses and other current asset of $15,216;~~Policies

oOur financial anstatements ~~increase~~and related public financial information are based on the application of accounting principles generally accepted in ~~our~~the ~~total~~United ~~accounts~~States ~~payable~~(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and ~~accrued~~subjective ~~expenses~~interpretations of accounting principles that affect the reported amounts of ~~$28~~assets and liabilities,~~143~~ revenues and; expenses and related disclosures in our financial statements. We had no critical accounting policies for the year ended December 31, 2022.

oWe have ~~non-cash~~other ~~operating~~key ~~expense~~accounting ofpolicies, ~~stock~~which ~~issued~~involve ~~for~~the ~~services~~use of $estimates, judgments and assumptions that are significant to understanding our results, which are summarized in Note 3 to our financial statements. Although we believe that our estimates,~~400~~ judgments and assumptions are reasonable, they are based upon information presently available. Actual results may differ from those estimates.

●ITEM 7A. ~~During~~QUANTITATIVE ~~the~~AND ~~year~~QUALITATIVE ~~ended~~DISCLOSURES ~~December~~ABOUT ~~31,~~MARKET ~~2020 cash was used primarily as follows:~~RISK

oWe are ~~net~~a ~~loss~~smaller ~~was~~reporting ~~$354,777;~~company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

oITEM 8. aFINANCIAL ~~decrease~~STATEMENTS inAND ~~our~~SUPPLEMENTARY ~~prepaid expenses and other current asset of $16,250;~~DATA

oOur Consolidated aFinancial ~~decrease~~Statements and The Report of Independent Registered Public Accounting Firm required by this item are included in ~~our~~this ~~total~~Report ~~accounts~~on ~~payable~~pages F-1 through F-8 and ~~accrued~~are ~~expenses~~incorporated ofherein ~~$306~~by ~~and;~~reference.

oITEM 9. ~~non-cash~~CHANGES ~~operating~~IN ~~expense~~AND ofDISAGREEMENTS ~~stock~~WITH ~~issued~~ACCOUNTANTS ~~for~~ON ~~services~~ACCOUNTING ofAND ~~$169,493.~~FINANCIAL DISCLOSURE

~~Net~~There have ~~Cash~~been ~~Provided~~no bydisagreements inwith ~~Financing~~our ~~Activities:~~Independent Registered Public Accounting Firm on any matter of accounting principles or financial disclosures.

~~Net cash provided by financing activities was~~ITEM ~~$48,731~~9A. ~~and~~CONTROLS ~~$186,028~~AND ~~for the years ended December 31, 2021 and 2020, respectively.~~PROCEDURES

●Evaluation ~~During the year ended December 31, 2021, we received proceeds~~ of ~~$48,731~~Disclosure ~~from~~Controls ~~sale~~and ~~of Company’s common stock.~~Procedures

●Disclosure controls ~~During~~and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our periodic reports filed or submitted under the ~~year~~Exchange ~~ended~~Act ~~December~~is 31recorded, ~~2020~~processed, wesummarized ~~received~~and ~~proceeds~~reported within the time periods specified in the rules and forms of ~~$161~~the SEC,~~028~~ ~~from~~and ~~sale~~that ofsuch information is collected and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company’s. ~~common~~In ~~stock~~designing and evaluating our disclosure controls and ~~collected~~procedures, ~~$25~~management recognizes that no matter how well conceived and operated,~~000~~ ~~from~~disclosure controls ~~subscription~~and ~~receivable~~procedures can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

WeOur ~~currently~~management, ~~have~~with nothe ~~external~~participation ~~sources~~ of ~~liquidity~~our Chief Executive Officer and Chief Financial Officer, ~~such~~carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as ~~arrangements~~defined ~~with~~in ~~credit~~Exchange ~~institutions~~Act orRules ~~off~~13a-~~balance~~15(e) ~~sheet~~and ~~arrangements~~15d-15(e)) as ~~that~~of ~~will~~the ~~have~~end orof ~~are~~the ~~reasonably~~period ~~likely~~covered toby ~~have~~this aAnnual ~~current~~Report oron ~~future~~Form ~~effect~~10-K on(the “Evaluation Date”). Based upon that evaluation, our ~~financial~~Chief ~~condition~~Executive orOfficer ~~immediate~~and ~~access~~Chief toFinancial ~~capital. We~~Officer ~~expect~~concluded tothat, ~~require~~as ~~additional~~of ~~financing~~the toEvaluation ~~fund~~Date, our ~~current~~disclosure ~~operations~~controls ~~for~~and procedures ~~calendar~~were ~~year~~not ~~2022.~~effective ~~There~~to isprovide noreasonable assurance that weinformation ~~will~~required to be disclosed by us in the reports that we ~~able~~file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms and (ii) is accumulated and communicated to ~~obtain~~our ~~additional~~management, ~~financing~~including onour ~~acceptable~~Chief ~~terms~~Executive orOfficer atand ~~all~~Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

~~If we are unable to raise the funds required to~~Management’s ~~fund~~Annual ~~our~~Report ~~operations,~~on weInternal ~~will~~Controls ~~seek~~Over ~~alternative~~Financial financing through other means, such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise the capital we need for our operations from the sale of our securities. We have not located any sources for these funds and may not be able to do so in the future. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations.Reporting

~~Critical~~Our management ~~Accounting~~is ~~Policies~~ responsible for establishing and maintaining adequate internal control over financial reporting. Internal control is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

~~The~~● ~~discussion~~Pertain and analysis of our consolidated financial condition and consolidated results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our financial statements requires us to ~~make estimates and judgments that affect~~ the ~~reported~~maintenance ~~amounts~~ of ~~assets,~~records liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that ~~are~~ ~~believed~~in ~~to be~~ reasonable ~~under~~detail ~~the~~accurately ~~circumstances, the results of which form the basis for making judgments about the carrying values of assets~~ and ~~liabilities~~fairly ~~that~~reflect ~~are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes~~ the ~~following~~transactions ~~critical accounting policies affect the significant judgments~~ and ~~estimates used~~dispositions inof the ~~preparation~~assets of the ~~consolidated financial statements.~~ Company;

~~Use~~● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of ~~Estimates~~ financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

~~The~~● ~~preparation~~Provide ofreasonable ~~the~~assurance ~~consolidated~~regarding ~~financial statements~~prevention inor ~~conformity~~timely ~~with~~detection ~~accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets,~~unauthorized ~~liabilities~~acquisition, ~~revenues,~~use ~~expenses,~~or ~~and~~disposition ~~the related disclosures at the date~~ of the ~~financial statements~~Company’s ~~and~~assets ~~during~~that ~~the reporting period. Actual results~~ could ~~materially~~have ~~differ~~a ~~from~~material ~~these~~effect ~~estimates.~~on ~~Significant estimates include~~ the ~~valuation~~financial ~~of equity-based instruments issued for other than cash, valuation of right-of-use assets and liabilities and the valuation allowance on deferred tax assets~~statements.

7Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 framework) (COSO). Based on its assessment, management believes that, as of December 31, 2022, our internal control over financial reporting is not effective at the reasonable assurance level, principally due to the following:

~~Fair~~- ~~value~~The ~~measurements~~Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and ~~fair~~only ~~value~~ one officers with management functions and therefore there is lack of segregation of duties. - An outside consultant assists in the preparation of the annual and quarterly financial ~~instruments~~ statements and partners with the Company to ensure compliance with US GAAP and SEC disclosure requirements. - Outside counsel assists the Company in the external attorneys to review and edit the annual and quarterly filings and to ensure compliance with SEC disclosure requirements.

~~The~~At ~~Company~~such ~~follows~~time ~~ASC~~as ~~820,~~the ~~“Fair~~Company ~~Value Measurements~~raises ~~and~~additional ~~Disclosures”~~working ~~(“ASC~~capital ~~820”),~~it ~~for~~plans ~~assets~~to ~~and~~add ~~liabilities~~staff, ~~measured~~initiate attraining, ~~fair~~add ~~value on a recurring basis. ASC~~additional ~~820~~subject ~~establishes~~matter aexpertise ~~common~~in ~~definition~~its ~~for~~finance ~~fair~~area ~~value~~so ~~to be applied to existing generally accepted accounting principles~~ that ~~require~~it ~~the use~~may ofimprove ~~fair~~it ~~value~~processes, ~~measurements~~policies, ~~establishes~~procedures, ~~a framework for measuring fair value~~ and ~~expands~~documentation ~~disclosure~~of ~~about~~its ~~such~~internal control ~~fair value measurements~~processes.

~~ASC~~Because of ~~820~~its ~~defines~~inherent ~~fair~~limitations, ~~value~~internal ascontrol ~~the~~over ~~price~~financial ~~that~~reporting ~~would be~~may ~~received~~not toprevent ~~sell~~or andetect ~~asset~~misstatements. orTherefore, ~~paid~~even those systems determined to ~~transfer~~be aeffective ~~liability~~can inprovide anonly ~~orderly~~reasonable ~~transaction~~assurance ~~between~~with ~~market~~respect ~~participants~~to atfinancial ~~the~~statement ~~measurement date~~preparation and presentation. Projections ~~Additionally,~~of ~~ASC~~any ~~820~~evaluation ~~requires~~of ~~the~~effectiveness ~~use~~to offuture ~~valuation~~periods ~~techniques~~are ~~that~~subject ~~maximize~~to the ~~use~~risk that controls may become inadequate because of ~~observable~~changes ~~inputs~~in ~~and~~conditions, ~~minimize~~or that the ~~use~~degree of ~~unobservable~~ ~~inputs.~~compliance ~~These~~with ~~inputs~~the ~~are~~policies ~~prioritized~~or ~~below:~~ procedures may deteriorate.

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

As we are a non-accelerated filer, our independent registered public accounting firm is not required to issue an attestation report on our internal control over financial reporting.

~~The Company analyzes all financial instruments~~Changes ~~with~~In ~~features~~Internal ofControl ~~both~~Over ~~liabilities and equity under the~~ Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.Reporting

~~The~~There were ~~estimated~~no ~~fair~~changes ~~value~~in ofour ~~certain~~internal ~~financial instruments,~~control ~~including~~over ~~prepaid~~financial ~~expenses,~~reporting ~~accounts~~during ~~payable~~the ~~and~~quarter ~~accrued~~ended ~~expenses~~December ~~are~~31, ~~carried~~2022 atthat ~~historical~~have ~~cost~~materially ~~basis~~affected, or ~~which~~are ~~approximates their~~reasonably ~~fair~~likely ~~value~~to ~~because~~materially ofaffect, ~~the~~our ~~short-term~~internal ~~nature~~control ofover ~~these~~financial ~~instruments~~reporting.

~~Stock-Based~~ITEM 9B. ~~Compensation~~ OTHER INFORMATION

The Company accounts for employee stock-based compensation in accordance with ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expense for all share-based payment awards made to non-employees for goods and services, and to employees and directors including employee stock options, restricted stock awards, and employee stock purchases based on estimated fair values,None.

~~Determining~~ITEM 9C. ~~Fair~~DISCLOSURE ~~Value~~REGARDING ~~Under~~FOREIGN ~~ASC~~JURISDICTIONS ~~718-10~~THAT PREVENT INSPECTIONS

~~The Company estimates the~~Not ~~fair value of stock options granted using the Black-Scholes option-pricing formula~~applicable. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables.

The Company estimates volatility based upon the historical stock price of the Company and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term for non-employees. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities.8

~~Leases~~PART III

~~The Company follows ASC Topic 842, Leases (Topic~~ITEM 842) and applying the package of practical expedients, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs10. ~~In addition~~DIRECTORS, ~~the~~EXECUTIVE ~~Company~~OFFICERS ~~elected~~AND ~~not~~CORPORATE ~~to apply ASC Topic 842 to arrangements with lease terms of 12 month or less~~GOVERNANCE. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and will be included in general and administrative expenses.

8The following table sets forth the names, ages and positions of our executive officers, key employees and directors as of the date of this report.

Recent Accounting Pronouncements

Name	Age	Position
Dr. Yunfeng Lu	53	Chairman
Dr. Oliver Keren Ban	57	Director and Chief Executive Officer
Dr. Wen Li	55	Director and Chief Technology Officer
Mr. Carter Yeung	29	Director and Chief Marketing Officer
Mr. Jimmy Wang	56	Director
Mr. Cheng Tak Yiu	47	Chief Financial Officer
Mr. Xiaodong Yan	46	Chief United Nations Officer
Mr. Vincent Wang	48	Secretary

~~Accounting~~Dr. Yunfeng ~~standards~~Lu ~~which~~serves ~~are~~as ~~not~~a ~~yet~~Director ~~effective~~and the Chairman of the Company. Dr. Lu specializes in materials, catalysis and electrochemistry ~~are~~in ~~not~~physical ~~expected~~chemistry. toDr. ~~have~~Lu ais an outstanding scientist in the fields of graphene production technology, nano material ~~impact~~manufacturing technology onand application, and advanced power battery, with more than twenty patents. Dr. Lu is also a project reviewer for the ~~Company’s financial~~U.S. National ~~position~~Foundation, orwinner ~~results~~of the Presidential Early Career Award for Scientists and Engineers in 2005. Dr. Lu was appointed as a tenured professor at Tulane University in 2005, tenured professor at University of ~~operations~~California, Los Angeles in 2007. He is also one of the first winners for China Thousand Talents and Cheung Kong Scholars.

~~Cash~~Dr. Oliver ~~Requirements~~Keren Ban serves as a Director and as the Chief Executive Officer of the Company. Dr. Ban is an international Project management expert. He has over three decades of international operation experience in many Europe, Asian and American countries, proven tracking record in cross continents managing experience, extensive biotechnology, telecommunication and semiconductor industrial experience from application to manufacturing. He has outstanding analytic/quantitative problem-solving skills; he is also process efficiency expert with Certified Master Black Belt in Lean Six Sigma. Along the way, he has taken positions like Manager, Director, Chief Technologist, Senior Vice President and Chief Executive Officer positions in many different companies ranging from Integrated Information Technology, Sony Research Laboratories, Synopsys Inc. and International Business Machines Corporation. Dr. Ban has several issued and pending patents, his education background include a Ph.D in Computer Science; a Master of Business Administration from ‎‎University of Texas at Austin.

~~Our~~Dr. Wen ~~management~~Li ~~does~~is ~~not~~serves ~~believe~~as ~~that~~a ~~our~~Director ~~current~~and Chief Technology Officer of the Company. Dr. Li has extensive program and project development ~~capital~~experience, ~~resources~~management ~~will~~skill beand ~~adequate~~abilities to ~~continue~~work ~~operating~~in ~~our~~world-class ~~company~~companies including Toyota, General Motors, Boeing and ~~maintaining~~a ~~our~~major ~~business~~automotive battery ~~strategy~~manufacture in People’s Republic of China (“China”). Dr. Li demonstrated leaderships and abilities of initiative such as successfully establishing Toyota’s advanced material R&D activities in North America and new businesses in fuel cell and lithium-ion battery recycling for ~~much~~the ~~more~~major ~~than~~automotive 12battery ~~months~~company in China. He also demonstrated scientific/technical Weability ~~require~~and ~~additional~~problem-solving ~~capital~~skills towith ~~implement~~sixty-seven ~~our~~issued patents and twenty-six published papers and ability to lead international business development with the skills of technical judgment, contract negotiation, Export Administration Regulations and ~~fund~~International Traffic ~~our~~in ~~operations~~Arms Regulations clarification, and patent application. Dr. Li has extensive laboratory experience and technical knowledge related to batteries, fuel cell, hydrogen storage and catalytic materials. Dr. Li received his B.S. and M.S. degrees in Chemical Engineering from Tianjin University and Ph.D. in environmental chemistry and engineering from Tokyo Institute of Technology.

Since inception we have funded our operations primarily through equity financings and we expect that we will continue to fund our operations through the equity and debt financing, either alone or through strategic alliances. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund our business by way of equity or debt financing until natural revenues can support the Company. If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. We cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all.9

IfMr. Carter weYeung ~~are~~serves ~~unable~~as toa ~~raise~~Director ~~capital~~and as ~~needed,~~Chief ~~we are~~Marketing ~~required~~Officer toof ~~reduce~~ the ~~scope~~Company. ofMr. ~~our~~Yeung ~~business~~served ~~development~~as ~~activities,~~Chief ~~which~~Executive ~~could~~Officer ~~harm~~of ~~our~~HK Unlimited ~~business plans~~Solutions, ~~financial~~focus ~~condition~~on ~~and operating~~engineering ~~results,~~problem orsolving ~~cease~~for ~~our~~Hybrid ~~operations~~Kinetic ~~entirely~~Group, inand ~~which~~strategic ~~case,~~partner ~~you~~seeking. ~~will~~Mr. ~~lose~~Yeung ~~all~~received his ofB.A. ~~your~~degree ~~investment~~in political science from Johns Hopkins University.

~~Off~~Mr. Jimmy Wang serves as director and provides multiple accounting and other services to the Company. Mr. Wang has more than twenty years of experience in non-~~Balance~~profit ~~Sheet~~organizations ~~Arrangements;~~and ~~Commitments~~listed companies. He has extensive experience in financial management, financial audit, internal audit, regulatory compliance management. Mr. Wang was majored economics and ~~Contractual~~accounting ~~Obligations~~information.

AsMr. Tak Yiu Cheng serves as Chief Financial Officer of ~~December~~the ~~31,~~Company. ~~2021,~~Mr. weCheng ~~did~~is ~~not~~a ~~have~~greater ~~any~~China ~~off-balance~~investment expert with more than twenty ~~sheet~~years’ ~~arrangements~~experience. asMr. ~~defined~~Cheng ~~in Item~~was ~~303(~~former investment analyst at T. Rowe Price Group focused on Greater China. He also served as a~~)(4)(ii)~~ research ofanalyst ~~Regulation~~at ~~S-K~~several global investment banks, including Credit Suisse, BNP Paribas, and ~~did~~Deutsche ~~not~~Bank. ~~have~~Mr. ~~any~~Cheng ~~commitments~~received orhis BEng ~~contractual~~from ~~obligations~~the University of Hong Kong. He is a holder of CPA and CFA certifications.

~~Item~~Mr. Xiaodong 7AYan serves as Chief United Nations Officer of the Company. ~~Quantitative~~Mr. Yan received his B.A. degree from the Shanghai Institute of Foreign Trade and ~~Qualitative~~MBA ~~Disclosures~~degree ~~about~~from ~~Market~~Peking ~~Risk~~University. From 1997 to 2007, he worked for the Ministry of Commerce of China, participated in negotiations for China’s accession to the World Trade Organization and bilateral trade and investment relations with the European Union. Then he was responsible for coordination of Chinese overseas investment projects (above $100 million), especially in power and telecommunication sectors. From 2009 to 2010, Mr. Yan worked for the China General Nuclear Power Group. He completed the first overseas acquisition of a uranium mine in Australia, and then others in the U.S. and Africa. He moved to New York City in 2010 from Beijing. Since then, he has been active in promoting bilateral investment between China and the United States, mostly in renewable energy vehicle industry and others.

~~Not~~Mr. Vincent ~~applicable~~Wang serves as Secretary of the Company. Mr. Wang serves as the Board Secretary of Golden Ally. Mr. Wang was previously the Secretary and a Director of Nevada Gold Holdings, Inc. Mr. Wang was Vice President of Hybrid Kinetic Motors Corp. and also served as a director of American Compass, Inc., a wholly-owned subsidiary of the Hybrid Kinetic Group Limited. Mr. Wang has extensive experience in corporate governance as well as educational and linguistic fields. He holds a master’s degree in linguistics from the National Taiwan Normal University.

~~Item~~Director Independence ~~8. Financial Statements~~ and ~~Supplementary~~Board ~~Data~~Committees

~~Our consolidated financial statements and notes~~The ~~thereto~~Board ~~and~~currently ~~the~~consists ~~report~~ of ~~our~~Dr. ~~independent~~Yunfeng ~~registered~~Lu, ~~public~~Dr. ~~accounting~~Oliver ~~firm~~Keren Ban, ~~are~~Dr. ~~set~~Wen ~~forth~~Li, onMr. ~~pages~~Carter ~~F-1~~Yeung ~~through~~and ~~F-17~~Mr. ofJimmy ~~this~~Wang ~~report~~as directors.

~~Item~~The Company 9.believes ~~Changes~~no indirectors ~~and~~are ~~Disagreements~~considered ~~with Accountants on Accounting and Financial Disclosure~~“independent”.

~~None~~The Company does not have separate or independent audit, nominating or compensation committees. The Board has determined that the Company does not have an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. In addition, we have not adopted any procedures by which the Company’s stockholders may recommend nominees to the Board. The Company is expected to remain without separate or independent audit, nominating or compensation committees until it is able to further expand its business operations

9Family Relationships

~~Item~~There are ~~9A.~~no ~~Controls~~family ~~and~~relationships ~~Procedures~~among the Company’s directors or officers.

~~(a)~~Involvement in ~~Evaluation~~Certain ofLegal ~~Disclosure Controls and Procedures~~Proceedings

~~The Company’s management is responsible~~During ~~for establishing and maintaining adequate disclosure controls and procedures for~~ the ~~Company.~~past ~~3As~~ten of the end of the period covered by this Annual Report, our Chief Executive Officer and Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e10) ~~and~~years, ~~15d-15(e)~~no ofexisting ~~the~~officer ~~Exchange~~or ~~Act.~~director ~~Based on the evaluation and the identification~~ of the ~~material~~Company ~~weaknesses~~or inincoming ~~internal~~officer ~~control~~or ~~over~~director ~~financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as~~ of ~~December 31, 2021,~~ the Company’s ~~disclosure controls and procedures were not effective.~~has:

(b1) ~~Management~~Petitioned ’sfor ~~Report~~bankruptcy onunder ~~Internal~~the ~~Control~~federal ~~over~~bankruptcy ~~Financial~~laws ~~Reporting~~or had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or had a receiver, fiscal agent or similar officer appointed by a court, any business of which such person was a general partner or executive officer either at the time of the bankruptcy or proceeding or within two years prior to that time;

Pursuant to Rule 13a-15(c) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this report, using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The term “internal control over financial reporting”, as defined under Rule 13a-15(f) under the Exchange Act, means a process designed by, or under the supervision of, the issuer’s principal executive officer and principal financial officers, or persons performing similar functions, and effected by issuer’s board of directors, management and other personnel, 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 and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements. Based upon the evaluation of the internal control over financial reporting at the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal control over financial reporting were not effective as a result of continuing material weaknesses principally due to the following:10

-(2) ~~The~~Been ~~Company~~convicted ~~has~~in ~~not~~a ~~established~~criminal ~~adequate~~proceeding ~~financial~~or ~~reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and only one officers with management functions and therefore there~~ is ~~lack~~a ofnamed ~~segregation~~subject of ~~duties.~~any -pending Ancriminal ~~outside~~proceeding ~~consultant~~(excluding ~~assists~~traffic inviolations ~~the preparation of the annual~~ and ~~quarterly~~other ~~financial~~minor statements and partners with the Company to ensure compliance with US GAAP and SEC disclosure requirements. - Outside counsel assists the Company in the external attorneys to review and editing of the annual and quarterly filings and to ensure compliance with SEC disclosure requirements.offenses);

At(3) ~~such~~Been ~~time~~subject asto ~~the~~any ~~Company~~order, ~~raises~~judgment ~~additional working~~or ~~capital~~decree, itnot ~~plans~~subsequently toreversed, ~~add staff~~suspended, ~~initiate~~or ~~training~~vacated, ~~add~~of ~~additional~~any ~~subject~~court ~~matter~~of ~~expertise~~competent injurisdiction, ~~its~~permanently ~~finance~~or ~~area~~temporarily soenjoining ~~that~~him/her ~~it may improve it processes~~from, ~~policies,~~or ~~procedures,~~otherwise ~~and~~limiting ~~documentation~~his/her ofinvolvement ~~its~~in ~~internal~~the ~~control~~following ~~processes.~~activities:

(ca) ~~Changes~~Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor brokerage, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in ~~Internal~~securities, ~~Control~~or ~~over~~as ~~Financial~~an ~~Reporting~~affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing to conduct or practice in connection with such activity;

~~There~~(b) ~~have~~Engaging ~~been no changes~~ in ~~our~~any ~~internal~~type ~~control over~~of ~~financial~~business ~~reporting~~practice; ~~that occurred during our last fiscal quarter that have materially affected,~~ or ~~are reasonably likely to materially affect, our internal control over financial reporting.~~

~~Item~~(c) ~~9B.~~Engaging ~~Other~~in ~~Information~~any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

~~None.~~(4) Been subject to any order, judgement, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than sixty (60) days his/her right to engage in any type of activity described in 3(a) above, or to be associated with persons engaged in any such activity;

~~Item~~(5) ~~9C.~~Been ~~Disclosure~~found ~~Regarding~~by ~~Foreign~~a ~~Jurisdiction~~court ~~that~~of ~~Prevent~~competent ~~Inspections~~jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

~~Not~~(6) ~~applicable.~~Been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated a federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated;

10(7) Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or fining, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

~~PART~~(a) ~~III~~Any federal or state securities or commodities law or regulation;

~~Item~~(b) ~~10.~~Any ~~Directors~~law or regulation respecting financing institutions or insurance companies including, ~~Executive~~but ~~Officers~~not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist ~~Corporate~~order, ~~Governance~~or removal or prohibition order; or

~~The~~(c) ~~names,~~Any ~~ages~~law ~~and~~or ~~positions~~regulation ofprohibiting ~~our~~mail ~~directors and~~or ~~executive~~wire ~~officers~~fraud ~~are~~or asfraud ~~follows:~~in connection with any business entity; or

Name		Age		Position		Position Held Since
Alysia WolfsKeil		60		Director/CEO/CFO		2021

(8)

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

OnDelinquent ~~May~~Section ~~21,~~16 2021, the Controlling Shareholders of the Company voted to appoint Alysia WolfsKeil, Esq. as the Interim Chief Executive Officer and Interim Chief Financial Officer, in order to fulfill the positions within the Company left vacant by the recent passing of Ernest W. Letiziano, the previous Chief Executive Officer and Chief Financial Officer of the Company. Reports

OnSection ~~March~~16(a) ~~1, 2022, the Controlling Shareholders took action by written consent appointing Ms. WolfsKeil as the sole director~~ of the ~~Company,~~Exchange ~~effective~~Act ~~immediately. On~~requires ~~March~~our 1executive officers, ~~2022,~~directors ~~Ms.~~and ~~WolfsKeil,~~persons inwho ~~her~~beneficially ~~capacity~~own asmore ~~the~~than ~~sole~~10% ~~director~~ of ~~the~~a ~~Company,~~registered ~~took~~class ~~action by written consent to appoint herself as the Chief Executive Officer and the Chief Financial Officer~~ of the ~~Company.~~Common ~~Ms.~~Stock ~~WolfsKeil,~~to ~~Esq.~~file ~~shall~~with ~~serve as~~ the ~~sole~~SEC ~~director,~~initial ~~Chief~~reports ~~Executive~~of ~~Officer~~ownership and ~~Chief~~reports ~~Financial~~of ~~Officer~~changes ~~until~~in ~~the~~ownership ~~next annual meeting~~ of ~~the~~Common ~~Company~~Stock ~~or until her successor has been duly elected~~ and ~~qualified~~other orequity ~~until~~securities ~~her~~of ~~earlier~~the ~~death, resignation, or removal~~Company.

~~Alysia~~To ~~WolfsKeil~~the Company’s knowledge, ~~Esq has~~based ~~served~~solely ason ~~Chief~~a ~~Executive~~review ~~Officer~~of ~~and~~the ~~Chief~~copies ~~Financial~~of ~~Officer~~such ofreports filed with the ~~Company~~SEC ~~since~~and ~~May~~written ~~2021.~~representations ~~She~~that isno another ~~attorney~~reports ~~with~~were required, ~~over~~the 30Company ~~years~~believes ofthat ~~practice~~all ~~experience.~~Section ~~Since~~16(a) ~~2008~~executive officers, ~~she~~directors ~~has~~and ~~served~~individuals aswho ~~the~~are ~~founding~~greater ~~partner~~than 10% beneficial stockholders of ~~Alysia~~the ~~WolfsKeil,~~Company ~~P.A.~~complied ~~She~~with isapplicable Section 16(a) ~~current~~requirements ~~member of~~during the ~~Florida~~fiscal year ended December 31, 2022, except for (i) Forms 3 for Taucoin Asset Management LLC and ~~Massachusetts~~Commonwealth ~~Bar~~Investments ~~Associations.~~LLC ~~Prior~~filed on April 20, 2022 to ~~entering~~report ~~the~~initial ~~legal~~beneficial ~~profession~~ownership as of April 6, ~~she~~2022; ~~was~~(ii) a ~~financial~~Form ~~advisor~~3 atfor ~~Prudential~~Xiaodong ~~Bache~~Yan filed ~~Securities~~on April 29, 2022 to report initial beneficial ownership as of April 6, 2022; and (iii) Forms 3 for each of Yeung Rhea Chau and Cheng Tak Yiu filed on May 2, 2022 reporting initial beneficial ownership as of April 6, 2022.

~~Ms. WolfsKeil earned a Bachelor of Arts degree, Magna Cum Laude, from University of California, Los Angeles and a Juris Doctorate degree from St. Thomas University of Law.~~11

~~Family~~ITEM 11. ~~Relationships~~EXECUTIVE COMPENSATION.

~~There~~The following ~~are~~table noprovides ~~family~~information ~~relationships~~regarding ~~between~~the ~~any~~ compensation of ~~the~~our named executive officers ~~and~~during ~~directors.~~the ~~Each~~years ~~director~~ended isDecember ~~elected at our annual meeting of shareholders~~31, ~~if management deems it advisable~~2022 ~~to hold an annual meeting of shareholders~~ and ~~holds~~December ~~office for a term of one (1) year~~31, ~~or until his successor is elected and qualified~~2021.

Involvement in Certain Legal Proceedings

Name and Principal Position		Salary ($)		Bonus ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Oliver K. Ban	2022	$	120,000		—		—		—		—	$	120,000
Chief Executive Officer	2021	$	-		—		—		—		—		-
Wen Li	2022	$	120,000		—		—		—		—	$	120,000
Chief Technology Officer	2021	$	-		—		—		—		—		-
Carter Yeung	2022	$	200,000				—		—			$	200,000
Chief Marketing Officer	2021	$	-				—		—		-		-

~~During the past ten (10) years, none of the following~~Executive ~~occurred~~Employment with respect to a present or former director, executive officer or promoter of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.Arrangements

~~Committees~~None of our named executive officers are a party to an employment agreement with the Company.

~~As of the date of this Annual Report, the Company’s~~Potential ~~board~~Payments ofUpon ~~directors~~Termination ~~does~~or ~~not~~Change ~~have~~in ~~any committees.~~Control

~~Audit~~None of ~~Committee~~the ~~Financial~~other ~~Expert~~executive officers are entitled to payments in connection with a termination or change in control.

~~Our Board does not currently have any member who~~Director qualifies as an audit committee financial expert. We believe that the cost related to retaining such a financial expert at this time is prohibitive. Further, because we are in the start-up stage of our business operations, we believe the services of an audit committee financial expert are not warranted at this time.Compensation

~~Board~~Our non-employee ~~Leadership~~directors ~~Structure~~receive an directors fees for their service on our board. To date, the Company has not granted any directors any equity awards and has not established a plan or policy to do so.

~~The Company has chosen to combine the principal~~Our ~~executive~~Board ~~officer~~will ~~and~~review ~~Board~~director ~~chairman~~compensation ~~positions.~~periodically ~~The~~to ~~Company~~ensure ~~believes~~ that ~~this~~director ~~Board~~compensation ~~leadership~~remains ~~structure~~competitive issuch ~~the~~that ~~most appropriate for~~ the Company ~~for the following reasons. First, the Company~~ is able ato ~~shell~~recruit ~~company~~ and atretain ~~this~~qualified ~~early~~directors, ~~stage~~taking itinto isaccount ~~more~~analysis ~~efficient~~and toadvice ~~have~~from the ~~leadership~~ ofCompensation ~~the~~Committee’s ~~Board~~independent consultant in(if ~~the~~any), ~~same~~our ~~hands~~compensation asphilosophy, the ~~principal executive officer of the~~ Company.’s ~~The challenges faced by the Company at this stage – identifying an operating~~ business toand ~~acquire~~compensation –objectives, ~~are~~and ~~most~~other ~~efficiently~~relevant ~~dealt with by having one person intimately familiar with both the operational aspects as well as the strategic aspects of the Company’s business~~factors.

11There are not currently any established policies or practices in relation to director fees and additional fees for services as Chairman or other specific roles. The table below summarizes the compensation of each person serving as directors who received compensation from us for the year ended December 31, 2022 and 2021:

Potential Conflict of Interest

Name and Principal Position		Fees Earned or Paid in Cash ($)		Bonus ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Yunfeng Lu	2022	$	300,000		—		—		—		—	$	300,000
Chairman	2021	$	-		—		—		—		—
Jimmy Wang	2022	$	200,000		—		—		—		—	$	200,000
Director	2021	$	-		—		—		—		—
Vincent Wang	2022	$	140,000		—		—		—		—	$	140,000
Secretary	2021	$	-		—		—		—		—

~~Since we do not have an audit or compensation~~Equity ~~committee~~Compensation ~~comprised~~Plan of independent Directors, the functions that would have been performed by such committees are performed by our Board. Thus, there is a potential conflict of interest in that our Directors have the authority to determine issues concerning management compensation, in essence their own, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or Directors.Information

~~Board’s~~To date ~~Role~~the inCompany ~~Risk~~has ~~Oversight~~not adopted a formal equity compensation plan under which it makes equity awards to officers, directors or employees.

The Board assesses on an ongoing basis the risks faced by the Company. These risks include financial, technological, competitive, and operational risks. The Board dedicates time at each of its meetings to review and consider the relevant risks faced by the Company at that time. In addition, since the Company does not have an Audit Committee, the Board is also responsible for the assessment and oversight of the Company’s financial risk exposures.12

~~Code~~ITEM 12. ofSECURITY ~~Ethics~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

WeThe following dotable ~~not~~sets ~~currently~~forth ~~have~~certain ainformation ~~code~~with ofrespect ~~ethic that applies~~ to ~~any~~the ~~member~~beneficial ownership of ~~the~~our ~~Board~~common ofstock ~~Directors~~as orof ~~our~~March ~~executive~~31, ~~officers.~~2023 for:

~~Section~~● 16each person, or group of affiliated persons, who we know to beneficially own more than five percent (a5%) ~~Beneficial~~of ~~Ownership~~our ~~Reporting Compliance~~common stock; ● each of our named executive officers; ● each of our directors; and ● all of our executive officers and directors as a group.

~~Section 16(a) of the Securities Exchange Act of~~The ~~1934,~~percentage ~~as amended, requires our directors and executive officers and persons who own more than 10%~~ of ~~the~~beneficial ~~issued and outstanding shares of our common stock to file reports of initial~~ ownership ofinformation ~~common~~shown ~~stock and other equity securities and subsequent changes~~ in ~~that ownership with~~ the ~~SEC.~~table ~~Officers,~~is ~~directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge,~~ based ~~solely~~ on a7,408,561,901 ~~review~~shares of ~~the~~common ~~copies~~stock ofoutstanding ~~such~~as ~~reports furnished to us and written~~of ~~representations~~March ~~that no other reports were required, during the fiscal year ended December~~ 31, ~~2021 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were not complied with~~2023.

~~Item~~Information with 11respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than five percent (5%) of our common stock. ~~Executive~~We ~~Compensation~~have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of our common stock issuable pursuant to the exercise of stock options that are either immediately exercisable or exercisable within sixty (60) days of March 31, 2023. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

~~Summary~~Except as ~~Compensation~~otherwise noted below, the address of each of the individuals and entities named in the table below is c/o Golden Ally Lifetech Group, ~~Table~~Inc., 901 S. Mopac Exp Building 1, Suite 300, Austin, TX 78746.

Name And Principal Position (a)	Year (b)	Salary (US$) (c)		Bonus (US$) (d)	Stock Awards (US$) (e)1		Option Awards (US$) (f)	Non- Equity Incentive Plan Compensation (US$) (g)		Nonqualified Deferred Compensa- tion Earnings (US$) (h)	All Other Compen- sation (US$) (i)		Total (US$) (j)
Ernest W. Letiziano	2021	$	0	0		0	0		0	0		3,150		$	3,150
Former CEO, President (1,2)	2020	$	0	0		0	0		0	0		16,072		$	16,072
Director
Alysia WolfsKeil	2021	$	73,000	0		0	0		0	0		0		$	73,000
CEO/CFO and	2020	$	0	0		0	0		0	0		0		$	0
Director (3,4)

Beneficial ownership representing less than 1% is denoted with an asterisk (*).

1 Mr. Letiziano received reimbursements for his apartment as compensation for his services as represented by “All Other Compensation” above. The monthly rent due was approximately $1,000.

	Shares of Common Stock Beneficially Owned		%

Named Executive Officers and Directors:
Dr. YUNFENG LU		10,000,000		*
Dr. OLIVER KEREN BAN		10,000,000		*
Mr. CARTER YEUNG		10,000,000		*
Mr. TAK YIU CHENG		5,000,000		*
Mr. JIMMY WANG		-		*
Dr. WEN LI		5,000,000		*
Mr. VINCENT WANG		3,000,000		*
Mr. XIAODONG YAN		3,000,000		*
All current directors and executive officers as a group (8 persons)		46,000,000		0.62%

5% Stockholders
Taucoin Asset Management LLC c/o Golden Ally Lifetech Group, Inc.		2,500,000,000		33.74	%
Commonwealth Investments LLC c/o Golden Ally Lifetech Group, Inc.		2,500,000,000		33.74	%
Rache Chau Yeung		1,442,000,000		19.46	%

2 Mr. Letiziano had accrued compensation as officer of $460,952. $94,422 was exchanged for 829,721 shares of common stock on January 24, 2020. The balance of $366,530 was forgiven by Mr. Letiziano and charged against additional paid in capital.13

~~3 On May 21, 2021,~~ITEM ~~the Controlling Shareholders of the Company voted to appoint Alysia WolfsKeil, Esq~~13. asCERTAIN ~~the~~RELATIONSHIPS ~~Interim~~AND ~~Chief~~RELATED ~~Executive Officer and Interim Chief Financial Officer~~TRANSACTIONS, inAND ~~order~~DIRECTOR ~~to fulfill the positions within the Company left vacant by the recent passing of Ernest W~~INDEPENDENCE. ~~Letiziano, the previous Chief Executive Officer and Chief Financial Officer of the Company. Ms. WolfsKeil will receive compensation of $10,000 per month commencing June 21, 2021.~~

~~4 On~~SEC regulations ~~March~~define 1,the ~~2022~~related person transactions that require disclosure to include any transaction, arrangement or relationship in which the ~~Controlling~~amount ~~Shareholders~~involved ~~took~~exceeds ~~action~~the bylesser ~~written~~of ~~consent~~$120,000 ~~appointing~~or ~~Ms.~~1% ~~WolfsKeil~~of as the ~~sole~~average ~~director~~ of our total assets at year-end for the ~~Company,~~last ~~effective~~two completed ~~immediately~~fiscal .years Onin ~~March~~which 1,we ~~2022,~~were ~~Ms.~~or ~~WolfsKeil,~~are into ~~her~~be ~~capacity~~a asparticipant ~~the~~and ~~sole~~in ~~director~~which ofa ~~the~~related ~~Company,~~person ~~took~~had ~~action~~or bywill ~~written~~have ~~consent~~a direct or indirect material tointerest. ~~appoint~~A ~~herself~~related asperson ~~the~~is: ~~Chief~~(i) ~~Executive~~an ~~Officer~~executive ~~and~~officer, ~~the~~director ~~Chief~~or ~~Financial~~director ~~Officer~~nominee of the Company., ~~Ms.~~(ii) ~~WolfsKeil,~~a ~~Esq.~~beneficial ~~shall~~owner ~~serve~~of asmore ~~the~~than ~~sole~~5% ~~director~~of our common stock, ~~Chief~~(iii) ~~Executive~~an ~~Officer~~immediate ~~and~~family ~~Chief~~member ~~Financial~~of ~~Officer~~an ~~until~~executive ~~the~~officer, ~~next~~director ~~annual~~or ~~meeting~~director nominee or beneficial owner of ~~the~~more ~~Company~~than 5% of our common stock, or ~~until~~(iv) ~~her successor~~any ~~has~~entity ~~been~~that ~~duly~~is ~~elected~~owned ~~and~~or ~~qualified~~controlled by any of the foregoing persons or ~~until~~in ~~her~~which ~~earlier~~any ~~death,~~of the ~~resignation,~~foregoing persons has a substantial ownership interest or ~~removal~~control.

12Policies and Procedures for Related Person Transactions

~~There~~While our ~~are~~board noof ~~understandings~~directors has not adopted a formal written related person transaction policy that sets forth the policies and procedures for the review and approval or ~~agreements~~ratification ~~regarding~~of related person transactions, it the Company’s practice and procedure to present ~~compensation~~all ~~our~~transactions ~~management~~arrangements, ~~will~~relationships ~~receive~~or ~~after~~any aseries ~~business~~of ~~combination~~similar ~~that~~transactions, isarrangements ~~required~~or relationships, in which the Company was or is to be ~~disclosed~~a participant and a related person had or will have a direct or indirect material interest, to the board of directors for approval.

~~The Company does not have a standing compensation~~Certain ~~committee~~Relationships ~~or a committee performing similar functions, since the Board of Directors has determined not to compensate the officers~~ and ~~directors~~ ~~until~~Related ~~such time that the Company becomes cash flow positive.~~Transactions

~~This~~On May ~~information~~15, ~~includes~~2022, the ~~dollar~~Company ~~value~~entered ~~of base~~into ~~salaries~~a loan agreement whereby the Company loaned $1,000,000 ~~bonus~~to ~~awards~~a ~~and~~related ~~number~~company ofto ~~stock~~support ~~options~~working capital ~~granted,~~needs and ~~certain~~to ~~other~~support ~~compensation,~~a ifpotential ~~any.~~partnership ~~The~~in ~~compensation~~the ~~discussed~~future. ~~addresses all~~In ~~compensation~~November ~~awarded to~~2022, ~~earned~~terms byrevised, orand ~~paid~~the toamounts ~~our~~were ~~named~~extended ~~executive~~to ~~officer~~November 2023.

~~There~~During the ~~are~~year noended ~~other~~December ~~stock option plans~~31, ~~retirement~~2021, ~~pension,~~ ora ~~profit-sharing~~related ~~plans~~party ~~for~~paid expenses on behalf of the ~~benefit~~Company of ~~our~~$5,000. ~~officers~~As ~~and~~of ~~directors~~December ~~other~~31, ~~than~~2022, asthe ~~described~~related party ~~herein~~was owed $5,000.

~~Long-Term~~During the ~~Incentive~~year ~~Plan~~ended ~~Awards~~December 31, 2022 and 2021, the Company paid $1,758,369 and $nil, respectively, in wages and salaries to related parties.

WeDuring the doyear ~~not~~ended ~~have~~December ~~any~~31, ~~long-term~~2022, ~~incentive~~Golden ~~plans that~~Ally ~~provide~~entered ~~compensation~~into ~~intended~~an agreement with a company owned by a related party, TCAM, to ~~serve~~develop asand implement ~~incentive~~marketing strategies for ~~performance~~Golden Ally’s products. Golden Ally paid $2,900,000 per the terms of the agreement for services to be provided in the year ended December 31, 2022.

~~Compensation of Directors~~Director Independence

Our determination ~~Directors~~of dothe ~~not~~independence ~~receive~~of ~~compensation~~our ~~for~~directors is made using the definition of “independent” contained in the listing ~~sitting~~standards onof the ~~Board~~Nasdaq Stock Market. On the basis of ~~Directors~~information solicited from each director, the board has determined that none is independent within the meaning of such rules.

~~Item 12~~ITEM 14. ~~Security~~PRINCIPAL ~~Ownership~~ACCOUNTING ofFEES ~~Certain~~AND ~~Beneficial Owners and Management and Related Stockholder Matters~~SERVICES

The following table sets forth, asfees ofbilled and to be billed to us by our independent registered public accounting firm for the ~~date~~years ended ofDecember ~~this report~~31, ~~the~~2022 ~~total~~and ~~number~~2021 offor ~~shares~~(i) ~~owned~~services ~~beneficially~~rendered byfor ~~each~~the audit of our ~~directors,~~annual ~~officers~~consolidated ~~and~~financial ~~key~~statements ~~employees,~~and ~~individually~~the ~~and~~review of asour aquarterly ~~group~~consolidated financial statements, ~~and~~(ii) ~~the~~services ~~present~~rendered ~~owners~~that ofare 5%reasonably orrelated ~~more~~to the performance of ~~our~~the ~~total~~audit ~~outstanding~~or review ~~shares.~~of ~~The~~our ~~stockholders~~consolidated ~~listed~~financial ~~below~~statements ~~have~~that ~~direct~~are ~~ownership of~~not ~~his/her~~reported ~~shares~~as Audit Fees, and ~~possess~~(iii) ~~voting~~services ~~and~~rendered ~~dispositive~~in ~~power~~connection with ~~respect~~tax preparation, tocompliance, ~~the~~advice ~~shares~~and assistance.

Name of Beneficial Owner	Shares of Series A Preferred		(1)			Shares of Common Stock		Percent of Common Stock (2)
	2022		2021
Alysia WolfsKeil		-					30,000		*
Audit fees	$	90,270		-
Chief Executive Officer, Chief Financial Officer
Audit related fees		-		-
All officers and directors as a group (1 person)		-					30,000		*
Tax fees		-		-
Name of beneficial owner (5%)
All other fees
Estate of Ernest W. Letiziano		2,500,000		50	%		2,639,841		15.00	%
Total	$	90,270		-
Hope Hillabrand		1,500,000		30	%		498,400		4.29	%
Thomas Donaldson		1,000,000		20	%		1,235,339		6.50	%
ALL BENEFICIAL OWNERS AS A GROUP				100	%				25.79	%

*Pre-Approval ~~Represents~~Policies ~~beneficial~~and ~~ownership of less than one percent.~~Procedures

1)The policy ~~Series~~of Aour ~~Super~~board ~~Voting~~of ~~Convertible~~directors, ~~Preferred~~serving ~~Shares~~as ~~have~~our ~~ten~~audit ~~(10)~~committee, ~~votes~~is ~~per~~to ~~share~~pre-approve all audit and permissible non-audit services rendered by our independent registered public accounting firm. The audit committee can pre-approve specified services in defined categories of audit services, audit-related services and tax services up to specified amounts, as part of the audit committee’s approval of the scope of the engagement of our independent registered public accounting firm or on an individual case-by-case basis before our independent registered public accounting firm is engaged to provide a service. The audit committee has determined that the rendering of tax-related services by our independent registered public accounting firm is compatible with maintaining the principal accountant’s independence for audit purposes. Our independent registered public accounting firm has not been engaged to perform any non-audit services other than tax-related services.

~~(1) Applicable percentages are based on 20,235,982 shares of our common stock outstanding as of March 28, 2022.~~14

~~(2) Applicable~~PART ~~percentages are based on 5,000,000 shares of our Series A Preferred Stock outstanding as of March 28, 2022.~~ IV

~~Unless otherwise indicated, the mailing address~~ITEM ~~for the shareholders is: c/o Signet International Holdings, Inc~~15., ~~205~~EXHIBIT ~~Worth~~AND ~~Avenue,~~FINANCIAL ~~Suite~~STATEMENT ~~316, Palm Beach, Florida 33480.~~SCHEDULES

(a)	The following documents are filed as part of this Report:

	(1)	The following consolidated financial statements of the Company are incorporated by reference in Part II, Item 8—See Index to Consolidated Financial Statements

	(2)	All financial statement schedules have been omitted because they are not applicable or not required or because the information is included elsewhere in the financial statements or the Notes thereto.

	(3)	See exhibits listed under Part (b) below.

(b)	Exhibits:

Item 13. Certain Relationships and Related Transactions and Director Independence

Exhibit No.		Description

2.1		Share Purchase and Exchange Agreement, dated as of February 28, 2022, by and between Signet International Holdings, Inc., Estate of Ernest W. Letiziano, Ms. Hope Hillabrand, Mr. Thomas Donaldson ‎and Golden Ally Lifetech Group Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 2, 2022)
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 6, 2022)
3.2		Certificate of Ownership and Merger (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on July 13, 2022)
3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on April 6, 2022)
4.1*		Description of Securities.
10.1+		Bottling Agreement between Golden Ally Lifetech Group, Inc. and Azure Water Bottling of Florida, LLC dated June 24, 2022 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 18, 2022)
10.2		Supplier Agreement between Golden Ally Lifetech Group, Inc. and Taucoin Asset Management, LLC dated July 12, 2022 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 21, 2022)
10.3+		Strategic Alliance Agreement between Golden Ally LifeTech Group, Inc. and Taucoin Asset Management, LLC dated July 12, 2022 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on November 21, 2022)
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

~~Except as disclosed below, since the beginning~~* ofFiled ~~the fiscal year preceding the last fiscal year none of the following persons has had any direct~~ or ~~indirect~~furnished ~~material interest in any transaction to which our Company was or is a party, or in any proposed transaction to which our Company proposes to be a party:~~herewith.

●+ Certain ~~any~~portions ~~Director~~of orthis ~~officer~~agreement ofhave ~~our~~been ~~Company;~~omitted because such information is not material and is the type that the registrant treats as private or confidential.

●ITEM 16. ~~any~~FORM ~~proposed~~10-K ~~Director of officer of our Company;~~SUMMARY

~~● any person who beneficially owns, directly or indirectly, shares carrying more than 5 percent of the voting rights attached to our common stock; or~~None.

~~● any member of the immediate family of any of the foregoing persons (including a spouse, parents, children, siblings, and in-laws).~~15

~~Director~~REPORT OF ~~Independence~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~We are not subject to listing requirements of~~To ~~any~~the ~~national securities exchange or national securities association and, as a result, we are not at this time required to have our~~ Board ~~comprised~~ of ~~a majority of “Independent~~ Directors.” Weand doStockholders ~~not believe that our directors currently meet the definition~~ of ~~“independent”~~ asGolden ~~promulgated~~Ally byLifetech ~~the~~Group, ~~rules and regulations of NASDAQ~~Inc.

~~Item~~Opinion on ~~14.~~the ~~Principal~~Financial ~~Accounting Fees and Services.~~Statements

~~The~~We have ~~aggregate~~audited ~~fees~~the ~~incurred~~accompanying ~~for~~consolidated ~~each~~balance sheet of Golden Ally Lifetech Group, Inc. (“the ~~last~~Company”) as of December ~~two~~31, ~~years~~2022 ~~for~~and ~~professional~~2021, ~~services~~and ~~rendered~~the byrelated ~~Salberg~~consolidated &statements ~~Company~~of operations, ~~P.A.~~stockholders’ equity, and cash flows for each of the years ~~independent~~in ~~registered~~the ~~public~~two-year ~~accounting~~period ~~firm~~then ~~for~~ended, and the ~~audit~~ ofrelated notes (collectively referred to as the ~~Company’s~~financial ~~annual~~statements). In our opinion, the financial statements ~~included~~present fairly, in all material respects, the financial position of the Company’s ~~Form~~as ~~10-K~~of December 31, 2022 and 2021, ~~review~~and the results of ~~financial~~its ~~statements for~~operations and its ~~quarterly~~cash ~~report~~flows ~~(Form~~for ~~10-Q)~~each ~~are~~of ~~reported~~the ~~below~~years then ended, in conformity with accounting principles generally accepted in the United States of America.

	Audit		Taxes		Filings		Other		Total
2020	$	31,400	$	-	$	-	$	-	$	31,400
2021	$	35,000	$	-	$	-	$	-	$	35,000

Going Concern

14The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit, net losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~PART~~Basis for IVOpinion

~~Item~~These financial 15statements are the responsibility of the Company’s management. ~~Exhibits,~~Our ~~Financial~~responsibility ~~Statement~~is ~~Schedules~~to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Exhibit Number	Description of Exhibit	Filed
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Herein
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Herein
32.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.	Herein
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
104*	Cover Page Interactive Data File – the cover page of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 is formatted in Inline XBRL

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

*Our audit ~~Filed~~included ~~herewith~~performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

15Critical Audit Matters

~~Signet~~Critical ~~International~~audit ~~Holdings~~matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, ~~Inc~~subjective, or complex judgments. We determined that there were no critical audit matters.

~~Contents~~We have served as the Company’s auditor since 2022.

		Page
Report of Independent Registered Public Accounting Firm (Firm ID 106)		F-2
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2021 and 2020		F-3
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020		F-4
Consolidated Statement of Changes in Shareholders’ Deficit for the years ended December 31, 2021 and 2020		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020		F-6
Notes to Consolidated Financial Statements		F-7

Spokane, Washington

~~F-1~~April 17, 2023

~~Report~~PCAOB ofID: ~~Independent Registered Public Accounting Firm~~ 5525

~~To the Stockholders and the Board of Directors of:~~F-1

~~Signet~~Golden Ally ~~International~~Lifetech ~~Holdings~~Group, Inc.

~~Opinion~~Consolidated Balance ~~on the Financial Statements~~Sheets

We have audited the accompanying consolidated balance sheets of Signet International Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related statements of operations, changes in stockholders’ equity (deficit), and cash flows, for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

	December 31, 2022			December 31, 2021
					(Restated)
Assets

Current
Cash	$	581,965		$	2,999,370
Prepaids		40,952			-
Loan receivable - related party		1,000,000			-
Total Current Assets		1,622,917			2,999,370

Right of use asset		97,899			-
Total Assets	$	1,720,816		$	2,999,370

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities	$	23,740		$	-
Lease liabilities		69,577			-
Due to related parties		5,000			5,000
Total Current liabilities		98,317			5,000

Lease liability, net of current portion		31,006			-
Total Liabilities		129,323			5,000

Stockholders’ Equity

Convertible Series A Preferred Stock, par value $0.00001: 1,000,000,000 authorized; 1,000,000,000 and 1,000,000,000 outstanding		10,000			10,000
Common Stock, par value $0.00001; 10,000,000,000 authorized; 7,403,561,902, and 8,496,061,902 outstanding		74,036			84,961
Subscription receivable		-			(5,042,060	)
Additional paid-in capital		7,636,614			7,999,039
Accumulated deficit		(6,129,157	)		(57,570	)
Total Stockholders’ Equity		1,591,493			2,994,370

Total Liabilities and Stockholders’ Equity	$	1,720,816		$	2,999,370

~~Going~~See accompanying ~~Concern~~notes to financial statements.

~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note~~ F-2 to the consolidated financial statements, the Company has a net loss and cash used in operations of $174,911 and $159,150, respectively, in 2021, has no revenue in 2021 or 2020 and has an accumulated deficit, stockholders’ deficit and working capital deficit of $8,029,435, $18,558 and $18,558, respectively, at December 31, 2021. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan in regard to these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Basis~~Golden Ally ~~for~~Lifetech ~~Opinion~~Group, Inc.

~~These consolidated financial statements are the~~Consolidated ~~responsibility~~Statements of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Operations

~~We conducted our audits in accordance with the~~For ~~standards of~~ the ~~PCAOB.~~Years ~~Those~~ended ~~standards~~December ~~require~~31, ~~that~~2022 ~~we plan~~ and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.2021

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

	2022			2021
	For the Year Ended December 31,
	2022			2021
				(Restated)
Operating Expenses
General and administrative	$	274,379		$	70
Professional fees		3,940,389			57,500
Research and development		98,450
Wages and salaries		1,758,369			-

Total Operating Expenses		6,071,587			57,570

Net operating loss		(6,071,587	)		(57,570	)
Income tax		-			-
Net Loss	$	(6,071,587	)	$	(57,570	)

Loss per Common Share	$	(0.00	)	$	(0.00	)

Weighted Average Common Shares Outstanding		8,490,582,450			9,480,000,000

~~Critical~~See accompanying ~~Audit~~notes ~~Matters~~to financial statements.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.F-3

~~/s/~~Golden Ally ~~Salberg~~Lifetech ~~& Company~~Group, PInc.A.

~~SALBERG~~Consolidated Statements &of ~~COMPANY,~~Stockholders’ ~~P.A.~~Equity

WeFor the ~~have~~Years ~~served~~Ended asDecember ~~the~~31, ~~Company’s~~2022 ~~auditor since~~and ~~2019.~~2021

Boca Raton, Florida

	Shares		Amount			Shares			Amount			Issuance			Capital			Receivable			Deficit			Total
	Series A Preferred Stock					Common Stock						Common Stock for Future			Additional Paid-in			Subscriptions			Accumulated
	Shares		Amount			Shares			Amount			Issuance			Capital			Receivable			Deficit			Total

Balance, December 31, 2021 - pre reverse recapitalization		5,000,000.00	$	5,000.00			20,535,982		$	20,536		$	164		$	7,985,177		$	-		$	(8,029,435	)	$	(18,558	)
Shares issued persuant to share exchange		-		9,950			8,475,525,920			84,755			-			7,999,200			(5,042,060	)					3,051,845
Recapitalization after share exchange and par value change		995,000,000		(4,950	)					(20,330	)		(164	)		(7,985,338	)		-			7,971,865			(38,917	)
Net loss		-		-			-			-			-			-									-
Adjusted retrospective Balance, December 31, 2021		1,000,000,000	$	10,000			8,496,061,902		$	84,961		$	-		$	7,999,039		$	(5,042,060	)	$	(57,570	)	$	2,994,370
Balance		1,000,000,000	$	10,000			8,496,061,902		$	84,961		$	-		$	7,999,039		$	(5,042,060	)	$	(57,570	)	$	2,994,370

Stock subscription received		-		-			-			-			-			-			5,042,060						5,042,060
Share exchange (reverse merger)		-		-			-			-			-			(373,350	)		-			-			(373,350	)
Shares cancelled		-		-			(1,037,500,000	)		(10,375	)		-			10,375			-			-			-
Net loss		-		-			-			-			-			-			-			(6,071,587	)		(6,071,587	)
Balance December 31, 2022		1,000,000,000	$	10,000			7,458,561,902		$	74,586		$	-		$	7,636,064		$	-		$	(6,129,157	)	$	1,591,493
Balance		1,000,000,000	$	10,000			7,458,561,902		$	74,586		$	-		$	7,636,064		$	-		$	(6,129,157	)	$	1,591,493

~~March 31,~~See ~~2022~~accompanying notes to financial statements.

~~2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431~~F-4

~~Phone: (561) 995-8270 • Toll Free:~~Golden ~~(866)~~Ally ~~CPA-8500~~Lifetech •Group ~~Fax: (561) 995-1920~~Inc.

~~www.salbergco.com~~Consolidated Statements •of ~~info@salbergco.com~~Cash Flows

~~Member National Association of Certified~~For ~~Valuation~~the ~~Analysts~~Years •ended ~~Registered~~December ~~with~~31, ~~the~~2022 ~~PCAOB~~and 2021

~~Member CPAConnect with Affiliated Offices Worldwide • Member Center for Public Company Audit Firms~~(Unaudited)

F-2

	2022			2021
	For the Years Ended December 31,
	2022			2021
					(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(6,071,587	)	$	(57,570	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of ROU asset		40,311			-
Payment of lease lability		(37,628	)		-
Prepaids		(40,952	)		-
Accounts payable and accrued liabilities and other		23,740			-
Net cash used in Operating Activities		(6,086,115	)		(57,570	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from receipt of subscription receivable		5,042,060
Merger consideration paid in cash		(373,350	)
Proceeds from issuance of common shares		-			3,051,940
Net cash provided by Financing Activities		4,668,710			3,051,940

CASH FLOWS FROM INVESTING ACTIVITIES
Due to related party					5,000
Loan receivable - related party		(1,000,000	)		-
Net cash provided by (used) in Investing Activities		(1,000,000	)		5,000

Inflow of Cash		(2,417,405	)		2,999,370
Cash - Beginning of period		2,999,370			-
Cash - End of period	$	581,965		$	2,999,370

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

NON CASH INVESTING AND FINANCING ACTIVITIES:
Share cancellation	$	10,875		$	-

~~Signet~~See ~~International~~accompanying ~~Holdings,~~notes ~~Inc.~~to ~~and~~financial ~~Subsidiaries~~statements.

~~Consolidated Balance Sheets~~F-5

	December 31,
	2021			2020
ASSETS
CURRENT ASSETS:
Cash	$	13,074		$	123,493
Prepaid expenses and other current assets		15,598			382
Total Current Assets		28,672			123,875
NON-CURRENT ASSETS:
Operating lease right-of-use asset, net		-			25,277
TOTAL ASSETS	$	28,672		$	149,152
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	47,230		$	19,087
Operating lease obligation - current portion		-			12,007
Total Current Liabilities		47,230			31,094
LONG-TERM LIABILITIES:
Operating lease obligation - long-term portion		-			13,836
Total Liabilities		47,230			44,930
Commitments and Contingencies (see Note 6)
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.001 par value; 50,000,000 shares authorized; Convertible Series A Preferred stock ($0.001 Par Value; 5,000,000 Shares Designated; 5,000,000 issued and outstanding)		5,000			5,000
Common stock, $0.001 par value: 100,000,000 shares authorized; 20,535,982 and 19,913,982 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively		20,536			19,914
Common stock issuable (164,018 and 0 shares as of December 31, 2021 and December 31, 2020, respectively)		164			-
Additional paid in capital		7,985,177			7,933,832
Accumulated deficit		(8,029,435	)		(7,854,524	)
Total Stockholders’ Equity (Deficit)		(18,558	)		104,222
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	28,672		$	149,152

Golden Ally Lifetech Group, Inc.

~~See~~Consolidated ~~accompanying~~Notes ~~notes~~ to ~~consolidated~~Financial ~~financial statements.~~Statements

~~F-3~~December 31, 2022

~~Signet~~NOTE ~~International~~1 ~~Holdings,~~– ~~Inc. and Subsidiaries~~BUSINESS

~~Consolidated~~Golden ~~Statements~~Ally Lifetech Group Inc. (“Golden Ally”) is a Delaware corporation incorporated on December 1, 2020, and operates primarily out of ~~Operations~~Austin, Texas.

~~For~~Golden ~~The~~Ally ~~Years~~is ~~Ended~~a start-up company focusing on a unique product offering. Golden Ally activities to date have focused on the development and exploration of water filtration technology and consumer products with Aquaporin (“AQP”) Active Water. Golden Ally has been working with field experts and research institutions to apply and explore the ability to enhance water filtration for improved body cell absorption in commercialized water products.

	December 31,
	2021			2020
NET REVENUES	$	-		$	-
OPERATING EXPENSES:
Professional and consulting fees		66,724			286,888
General and administrative		122,237			67,889
Total Operating Expenses		188,961			354,777
LOSS FROM OPERATIONS		(188,961	)		(354,777	)
Other income:
Other income		14,050			-
Total Other Income		14,050			-
LOSS BEFORE PROVISION FOR INCOME TAXES		(174,911	)		(354,777	)
Provision for income taxes		-			-
NET LOSS	$	(174,911	)	$	(354,777	)
NET LOSS PER COMMON SHARE - Basic and diluted	$	(0.01	)	$	(0.02	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		20,563,765			19,156,542

On April 06, 2022, Golden Ally closed on the Share Purchase and Exchange Agreement (“SPA”) with Signet International Holdings, Inc. (“Signet”), a Delaware corporation formed on February 2, 2005, and the Signet Controlling Shareholders. Under generally accepted accounting principles, the acquisition by Signet of Golden Ally is considered to be a capital transaction in substance, rather than a business combination. That is, the acquisition is equivalent to the acquisition by Golden Ally of Signet with the issuance of stock by Golden Ally for the net assets of Signet. This transaction is reflected as a recapitalization and is accounted for as a change in capital structure. Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under reverse merger accounting, the comparative historical financial statements of Signet, as the legal acquirer, are those of the accounting acquirer, Golden Ally. Accordingly, Golden Ally’s financial statements prior to the closing of the reverse acquisition, reflect only the business of Golden Ally, as a result, the prior periods have been retrospectively adjusted from the earliest presented period. Under the SPA, the Controlling Shareholders of the Signet agreed to sell to the Company their capital stock of the Company, consisting of 5,000,000 shares of Series A Convertible Super Preferred Stock (convertible into 50,000,000 common shares) and 4,474,080 common shares for $375,000‎ in cash.

~~See~~In ~~accompanying~~March ~~notes~~2022 Signet’s Board of Directors approved, among other things, an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, subject to ~~consolidated~~stockholder ~~financial~~approval. ~~statements~~Stockholder approval was obtained through written consent. Upon approval of all regulating authorities, Signet’s name was changed from “Signet International Holdings, Inc.” to “Golden Ally Lifetech Group, Inc.”

~~F-4~~NOTE 2 – GOING CONCERN

~~Signet~~The ~~International~~financial ~~Holdings,~~statements ~~Inc~~have been prepared on a going concern basis which assumes Golden Ally will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Golden Ally has not yet established a source of revenues sufficient to cover its operating costs and ~~Subsidiaries~~allow it to continue as a going concern. As reflected in the accompanying financial statements, Golden Ally had a net loss of $6,071,587 and used net cash in operations of $6,086,115 for the year ended December 31, 2022. Golden Ally has an accumulated deficit of $6,129,157 as of December 31, 2022. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

~~Consolidated~~In ~~Statements~~order ofto ~~Changes~~continue inas ~~Stockholders~~a going concern, Golden Ally will need, among other things, additional capital resources. Management’s ~~Equity~~plan is ~~(deficit)~~to obtain such resources for Golden Ally by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing.

~~For~~Management has held preliminary discussions with potential investors to secure significant capital for Golden Ally in 2023. Management is confident that the ~~Years~~diversified ~~Ended~~options ~~December~~for 31financing available to Golden Ally in 2023, ~~2021~~along with support from significant shareholders, will allow it to achieve its objectives and ~~2020~~satisfy its capital requirements.

	Preferred Stock - Series A				Common Stock				Common Stock Issuable						Additional Paid-in		Accumulated			Total Stock holders’ Equity
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			(Deficit)
Balance, December 31, 2019		5,000,000	$	5,000		15,954,358	$	15,954		-		$	-		$	7,146,319	$	(7,499,747	)	$	(332,474	)
Sale of common stock for cash		-		-		1,648,300		1,650		-			-			159,378		-			161,028
Issuance of common stock for accrued salaries		-		-		829,721		830		-			-			93,592		-			94,422
Issuance of common stock for services		-		-		1,481,603		1,480		-			-			168,013		-			169,493
Contributed capital by an officer through forgiveness of accrued salaries		-		-		-		-		-						366,530		-			366,530
Net Loss		-		-		-		-		-								(354,777	)		(354,777	)
Balance, December 31, 2020		5,000,000		5,000		19,913,982		19,914		-			-			7,933,832		(7,854,524	)		104,222
Sale of common stock for cash		-		-		450,000		450		214,018			214			48,067		-			48,731
Issuance of common stock for services		-		-		22,000		22		100,000			100			3,278		-			3,400
Common stock issued for common stock issuable		-		-		150,000		150		(150,000	)		(150	)		-		-			-
Net Loss		-		-		-		-		-								(174,911	)		(174,911	)
Balance, December 31, 2021		5,000,000	$	5,000		20,535,982	$	20,536		164,018		$	164		$	7,985,177	$	(8,029,435	)	$	(18,558	)

These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should Golden Ally be unable to continue as a going concern.

~~See accompanying notes to consolidated financial statements.~~F-6

~~F-5~~NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Signet~~Basis ~~International~~of ~~Holdings, Inc. and Subsidiaries~~Presentation

~~Consolidated~~The ~~Statements~~accompanying financial statements have been prepared in accordance with GAAP and applicable rules and regulations of ~~Cash~~the ~~Flows~~U.S. Securities and Exchange Commission (“SEC”).

	December 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(174,911	)	$	(354,777	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services		3,400			169,493
Rent expense, net		(566	)		144
Change in operating assets and liabilities:
Prepaid expenses and other current assets		(15,216	)		16,250
Accounts payable and accrued expenses		28,143			(306	)
NET CASH USED IN OPERATING ACTIVITIES		(159,150	)		(169,196	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		48,731			161,028
Collection of subscription receivable		-			25,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		48,731			186,028
NET CHANGE IN CASH		(110,419	)		16,832
CASH, beginning of year		123,493			106,661
CASH, end of year	$	13,074		$	123,493
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	-		$	-
Income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for accrued salaries	$	-		$	94,422
Contributed capital by an officer through forgiveness of accrued salary	$	-		$	366,530
Removal of right-of-use asset	$	19,379		$	-
Removal of operating lease liability	$	20,018		$	-

Pursuant to the SPA, the Business Combination was accounted for as a recapitalization in accordance with US GAAP. Under this method of accounting, of Signet International Holdings, Inc., was treated as the acquired company and Golden Ally Lifetech Group, Inc., was treated as the acquirer for financial statement reporting purposes.

~~See~~Golden ~~accompanying~~Ally ~~condensed~~Lifetech ~~notes~~Group, Inc. was determined to ~~consolidated~~be ~~financial~~the ~~statements.~~accounting acquirer based on evaluation of the following facts and circumstances:

~~F-6~~● Golden Ally Lifetech Group, Inc., through their ownership of the Convertible Series A Preferred stock and Common Stock, has a 77% of the voting interest; ● Golden Ally Lifetech Group, Inc., selected all of the new board of directors of Signet; ● Golden Ally Lifetech Group, Inc., senior management is the senior management of Signet; and ● Golden Ally Lifetech Group, Inc., is the larger entity based on historical operating activity.

~~Signet~~Use ~~International~~of ~~Holdings, Inc. and Subsidiaries~~Estimates

~~Notes~~The preparation of the financial statements in conformity with GAAP requires management to ~~Consolidated~~make ~~Financial~~estimates ~~Statements~~and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosure at the date of the financial statements. Actual results could differ from those estimates. Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness. Actual results and outcomes may differ from management’s estimates and assumptions.

~~December~~Cash ~~31, 2021~~ and ~~2020~~cash equivalents

~~Note~~For 1purposes -of ~~Organization~~the ~~and~~statement ~~Description~~of cash flows, Golden Ally considers all highly liquid instruments purchased with an original maturity of ~~Business~~three months or less to be cash.

~~Signet~~As ~~International Holdings, Inc. (the “Company”) was incorporated in the State~~ of ~~Delaware~~December on31, ~~February 2~~2022, ~~2005.~~and ~~The~~December ~~Company’s principal~~31, ~~business~~2021, ~~plan~~Golden ~~was~~Ally tohad ~~focus~~cash inof ~~developing advanced technologies~~$581,965 ~~energy solutions~~ and ~~medical devices~~$2,999,370. ~~The Company has no operating history as of yet.~~

~~Note~~Concentrations 2of -Credit ~~Going Concern~~Risk

~~The~~Golden ~~accompanying~~Ally ~~consolidated~~maintains ~~financial~~its statements are prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a net loss and net cash ~~used~~ in ~~operations~~bank ofdeposit ~~$174~~accounts,~~911~~ ~~and $159,150 respectively, for~~ the ~~year~~balances ~~ended December 31, 2021 and has no revenues in 2021 or 2020. Additionally, the Company had an accumulated deficit, stockholders’ deficit and working capital deficit~~ of ~~$8,029,435,~~which ~~$18,558,~~at ~~and~~times ~~$18,558,~~may ~~respectively,~~exceed asfederally ofinsured ~~December 31, 2021~~limits. ~~These~~Golden ~~matters~~Ally ~~raise substantial doubt about~~continually ~~the~~monitors Company’s ability to continue as a going concern for twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to implement its ~~business~~banking ~~plan,~~relationships ~~raise capital,~~ and ~~generate~~ ~~revenues.~~consequently ~~The~~has ~~consolidated financial statements do~~ not ~~include~~experienced any ~~adjustments~~losses ~~that~~in ~~might~~its beaccounts. ~~necessary~~Management ifbelieves ~~the~~Golden ~~Company~~Ally is not ~~unable~~exposed to ~~continue~~any assignificant acredit ~~going~~risk ~~concern~~on cash.

~~COVID-19~~Deferred Income Tax and Valuation Allowance

InThe Company ~~March~~accounts ~~2020,~~for ~~the~~income ~~World~~taxes ~~Health~~under ~~Organization~~ASC ~~declared~~740 ~~COVID-19~~“Income ~~a global pandemic and recommended containment and mitigation measures worldwide~~Taxes. ~~The~~” ~~Company~~Under ~~is monitoring this closely. Although~~ the ~~Company~~asset ~~has~~and ~~had~~liability ~~occasion~~method toof ~~travel~~ASC ~~overseas for meetings~~740, ~~expos,~~deferred ~~and~~tax ~~demonstrations,~~assets ~~the~~and ~~Company~~liabilities ~~experienced~~are ~~similar~~recognized ~~restrictions.~~for ~~The outcome of~~ the ~~Company’s~~future ~~business~~tax ~~meeting~~consequences isattributable ~~indeterminate. However, the Company continues~~ to ~~maintain~~differences abetween ~~dialogue~~the ~~with~~financial ~~its~~statements ~~European~~carrying ~~counterparts. The Company’s operations have not been affected by the COVID-19~~amounts ~~outbreak~~of toexisting ~~date,~~assets ~~however,~~and ~~the~~liabilities ~~ultimate duration~~ and ~~severity~~their ofrespective ~~the~~tax ~~outbreak~~bases. ~~and~~Deferred ~~its~~tax ~~impact~~assets onand ~~the~~liabilities ~~economic~~are ~~environment~~measured ~~and~~using ~~our~~enacted ~~business~~tax isrates ~~uncertain.~~expected Asto ofapply ~~the~~to ~~date~~taxable ofincome ~~this~~in ~~report,~~ the ~~Company’s~~years ~~business~~in ~~remains~~which ~~open.~~those Attemporary ~~this~~differences ~~time,~~are ~~the~~expected ~~Company does not foresee any material changes~~ to ~~its~~be ~~operations~~recovered ~~from~~or ~~COVID-19~~settled. ~~While~~The effect ~~the Company does not anticipate an impact~~ on ~~its~~deferred ~~operations,~~tax ~~the~~assets ~~Company~~and ~~cannot estimate~~liabilities ~~the duration~~ of ~~the~~a ~~pandemic~~change ~~and~~in ~~potential~~tax ~~impact~~rates onis ~~its~~recognized ~~business~~in ifincome in the ~~Company’s~~period ~~business~~the ~~must~~enactment ~~close~~occurs. InA ~~addition, a~~valuation ~~severe~~allowance oris ~~prolonged~~provided ~~economic~~for ~~downturn~~certain ~~could~~deferred ~~result~~tax inassets aif ~~variety~~it ofis ~~risks~~more tolikely ~~its~~than ~~business,~~not ~~including~~that ~~weakened demand for~~ the Company~~’s products~~ ~~and~~will anot ~~decreased~~realize ~~ability~~tax toassets ~~raise additional capital when needed on acceptable terms, if at all. At this time, the Company is~~through ~~unable~~future ~~to estimate the impact of this event on its~~ operations.

~~Note 3~~Research -and ~~Summary of Significant Accounting Policies~~Development (“R&D”)

~~Basis~~ R&D expenses consist primarily of ~~presentation~~costs related to product development, personnel expenses, and ~~principles~~other R&D expenses. Product development relates to the Company’s creation and development of ~~consolidation~~consumer product. Personnel expenses relate primarily to salaries and benefits. R&D expenditures are charged to operations as incurred.

~~The Company’s~~Loans consolidated financial statements include the financial statements of its three wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. All wholly-owned subsidiaries were inactive subsidiaries at December 31, 2021 and 2020 and for each of the two years in the period ended December 31, 2021.receivable

~~Use~~Loans receivable due from related ofparties ~~estimates~~are stated at historical cost and reviewed periodically for collectability.

~~The~~Loss ~~preparation~~per of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates include the valuation of equity-based instruments issued for other than cash, valuation of right-of-use assets and liabilities and the valuation allowance on deferred tax assets.Share

~~Risks~~Loss ~~and~~per ~~uncertainties~~share ~~for~~is ~~development~~computed ~~stage~~by ~~company~~dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Golden Ally had no dilutive instruments outstanding during the periods presented.

~~The~~Recent ~~Company~~Accounting is considered to be in an early stage since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of the Company’s efforts to business planning and development. Additionally, the Company has allocated a substantial portion of its time and investment to the completion of the Company’s development activities to launch its marketing plan and generate revenues and to raising capital. The Company has not generated revenue from operations and is currently in the development stage. The Company’s activities during this early stage are subject to significant risks and uncertainties.Pronouncements

~~F-7~~Golden Ally has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and Golden Ally does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~Signet International Holdings, Inc. and Subsidiaries~~F-7

~~Notes to Consolidated Financial Statements~~Reclassification

In prior filings, the Company had classified and recognized goodwill associated with the acquisition of Signet by Golden Ally. As of December 31, ~~2021~~2022, ~~and~~these ~~2020~~financial statements have reflected the classification of the reverse merger with a public shell with no goodwill recorded.

~~Cash~~NOTE ~~and~~4 ~~cash~~– ~~equivalents~~PREPAID EXPENSE

~~The~~During ~~Company~~the ~~considers~~year ~~all~~ended ~~highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company did not have cash equivalents as of~~ December 31, ~~2021~~2022 ~~and~~the ~~2020.~~Company ~~The~~entered ~~Company~~into ~~places~~several ~~its~~service ~~cash~~agreements with ~~high~~terms ~~credit~~of ~~quality~~twelve ~~financial~~months ~~institutions. The~~or ~~Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000~~greater. As of December 31, ~~2021,~~2022 the Company had ~~not~~prepaid ~~reached~~expenses ~~bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure~~ of ~~such financial institutions~~$40,952 ~~the~~relating ~~Company~~to ~~evaluates~~prepaid atinsurance ~~least~~and ~~annually~~prepaid ~~the rating of the financial institutions in which it holds deposits~~software.

~~Fair~~NOTE ~~value~~5 ~~measurements~~– ~~and~~LOAN ~~fair~~RECEIVABLE ~~value~~– ofRELATED ~~financial instruments~~PARTY

~~The~~On ~~Company~~May ~~follows~~15, ~~Accounting Standards Codification (“ASC”) 820~~2022, ~~“Fair~~the ~~Value~~Company ~~Measurements~~entered ~~and~~into ~~Disclosures”~~a ~~(“ASC 820”),~~loan ~~for~~agreement ~~assets~~whereby ~~and~~the ~~liabilities~~Company ~~measured~~loaned at$1,000,000 ~~fair~~to ~~value on~~ a ~~recurring~~related ~~basis~~Company. ~~ASC~~The ~~820~~loan ~~establishes~~is ~~a common definition for fair~~interest ~~value~~free toand bematured ~~applied~~on toNovember ~~existing~~14, ~~generally~~2022, ~~accepted~~and ~~accounting~~was ~~principles~~subsequently ~~that~~extended ~~requires~~to ~~the~~November ~~use~~2023. ofThere ~~fair~~are ~~value~~no ~~measurements,~~indications ~~establishes a~~the ~~framework~~amounts ~~for~~are ~~measuring~~not ~~fair value and expands disclosure about such fair value measurements~~collectible.

~~ASC 820~~NOTE ~~defines~~6 ~~fair~~- value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.LEASES

~~These~~During ~~inputs~~the ~~are~~year ~~prioritized~~ended ~~below:~~ December 31, 2022, the Company entered into a lease for a location in California. The lease commenced on June 1, 2022 and is for a period of two years. The Company has accounted for the lease in accordance with ASC 842, Leases. Upon commencement of the lease, the Company recorded a right of use asset and lease liability for $138,210. During the year ended December 31, 2022, the Company recognized $40,311 in amortization, $6,472 in interest expense and made payments of $44,100 on the lease liability. As at December 31, 2022, the right of use asset was $97,899 and the lease lability was $100,583.

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

SCHEDULE OF PRINCIPAL LEASE PAYMENTS

The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.


Lease Liability - December 31, 2022	$	97,899
Less imputed interest		6,517
Minimum payments		104,416

~~The~~NOTE ~~estimated~~7 ~~fair~~– ~~value~~INVESTMENT of– ~~certain~~RELATED ~~financial instruments~~PARTY, ~~including~~AND ~~prepaid~~ITS ~~expense,~~SUBSEQUENT ~~accounts payable, accrued expenses and accrued salaries are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.~~RECISSION

~~Property~~On December 1, 2021, the Company entered into an agreement to purchase 20% of the issued and outstanding shares of Asia Hybrid Cryptocurrency Company Limited (“Asia Hybrid”) for $2,000,000. As part of the agreement, Asia Hybrid was to develop and maintain a digital platform for use by the Company. The Company made the payment of $2,000,000 in accordance with the agreement in December 2021.

~~Property~~On isMarch ~~carried~~7, at2022, ~~cost~~the ~~which~~Company ~~made~~entered upa ofrecission ~~office~~agreement ~~equipment.~~with ~~The~~Asia ~~cost~~Hybrid, ~~of repairs~~ and ~~maintenance~~a isrelated ~~expensed~~party, aswhereby ~~incurred;~~the ~~major~~original ~~replacements~~agreement ~~and~~between ~~improvements~~the ~~are~~Company ~~capitalized.~~and ~~When~~Asia ~~assets~~Hybrid ~~are~~was ~~retired~~rescinded oreffective ~~disposed~~December of1, ~~the cost and accumulated depreciation are removed from the accounts~~2021, and ~~any~~both ~~resulting~~party’s ~~gains~~obligations orof ~~losses are included in income in~~ the ~~year of disposition. Depreciation is calculated on a straight-line~~agreement ~~basis~~were ~~over~~terminated and the ~~estimated~~$2,000,000 ~~useful~~was ~~life~~repaid ofto the ~~assets. The~~ Company ~~shall capitalize cost of property over $1,500~~.

~~Stock-based~~NOTE ~~compensation~~8 – CAPITAL STOCK

~~The~~Common Company accounts for stock-based compensation in accordance with ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expense for all share-based payment awards made to non-employees for goods and services, and to employees and directors including employee stock options, restricted stock awards, and employee stock purchases based on estimated fair values.Stock

~~Determining~~During ~~Fair~~the ~~Value~~year ~~Under~~ended ~~ASC~~December ~~718-10~~31, 2022, Golden Ally received $5,042,060 for stock subscriptions related to common stock.

~~The~~During ~~Company estimates~~ the ~~fair~~year ~~value~~ended ofDecember ~~stock~~31 ~~options~~2022, ~~granted using~~ the ~~Black-Scholes~~Company ~~option-pricing~~issued ~~formula.~~8,475,525,920 ~~This~~shares ~~fair~~of ~~value~~common isstock ~~then~~for ~~amortized on~~non acash ~~straight-line~~consideration, ~~basis~~as ~~over~~part ~~the requisite service periods~~ of the ~~awards.~~terms ~~The Company’s determination~~ of ~~fair value using an option-pricing model is affected by~~ the ~~stock~~share ~~price~~exchange asagreement ~~well~~and asreverse ~~assumptions regarding the number of highly subjective variables~~merger.

~~The~~On ~~Company~~November ~~estimates~~21, ~~volatility~~2022, ~~based upon~~ the ~~historical~~Company ~~stock~~cancelled ~~price~~1,092,500,000 shares of ~~the~~common ~~Company~~stock ~~and~~for ~~estimates~~non-receipt ~~the~~of ~~expected~~technology ~~term~~that ~~for~~was ~~employee~~previously ~~stock options~~promised ~~using~~to the ~~simplified~~Company ~~method~~from individuals for ~~employees and directors and~~ the ~~contractual term for non-employees. The risk-free rate is determined~~issuance ~~based~~of ~~upon~~ the ~~prevailing~~original ~~rate of United States Treasury securities with similar maturities~~shares.

F-The authorized capital stock consists of 10,000,000,000 shares of common stock at par value of $0.00001. There were 7,403,561,902 and 8,496,061,902 common shares outstanding as of December 31, 2022 and December 31, 2021.

~~Signet International Holdings, Inc. and Subsidiaries~~F-8

~~Notes~~Preferred ~~to Consolidated Financial Statements~~stock

~~December~~On 31April 6, ~~2021~~2022, the Company amended the authorized shares of capital preferred stock to 1,000,000,000 with a par value of $0.00001. Preferred stock have a 10:1 voting right and ~~2020~~are convertible to common stock at a ratio of 1:1.

~~Income~~On ~~taxes~~April 6, 2022, the Company issued 995,000,000 Series A Preferred Stock in connection with the transaction effected pursuant to the SPA generally described in Note 1.

~~The~~There ~~Company~~were ~~accounts for income taxes pursuant to the provision of ASC 740-10~~1, ~~“Accounting for Income Taxes” (“ASC 740-10”)~~000, ~~which requires~~000,000 ~~among~~and ~~other things~~1,000,000,000 anshares ~~asset~~of ~~and~~Series ~~liability~~A ~~approach~~preferred tostock ~~calculating~~issued ~~deferred income taxes. The asset~~ and ~~liability~~outstanding ~~approach require~~as ~~the recognition~~ of ~~deferred~~December ~~tax~~31, ~~assets~~2022, and ~~liabilities~~December ~~for the expected future tax consequences of temporary differences between~~31, ~~the carrying amounts and the tax bases of assets and liabilities~~2021. ~~A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.~~

~~The~~On ~~Company~~July ~~follows~~8, ~~the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed~~2022, ~~there may be uncertainty about~~ the ~~merits~~Company ofmerged ~~positions~~its ~~taken~~sole orsubsidiary ~~the~~into ~~amount of~~ the ~~position that would be ultimately sustained~~Company. InOnly ~~accordance with~~ the ~~guidance~~Company ofexists ~~ASC~~from ~~740-10,~~this the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if anydate. ~~Tax positions taken are not offset or aggregated with other positions.~~

~~Tax~~NOTE ~~positions~~9 ~~that~~– ~~meet~~RELATED the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.PARTIES

~~The~~During ~~federal~~the ~~and~~year ~~state~~ended ~~income~~December ~~tax~~31, ~~returns~~2021, ofa ~~the~~related ~~Company~~party ~~are~~paid ~~subject~~expenses toon ~~examination~~behalf byof the ~~IRS~~Company ~~and~~of ~~state~~$5,000. ~~taxing~~As ~~authorities,~~of ~~generally~~December ~~for three~~31, ~~years~~2022, ~~after~~the ~~they~~related party ~~are~~owed ~~filed~~$5,000.

~~Research~~During the year ended December 31, 2022 and ~~development~~2021, the Company paid $1,758,369 and $nil, respectively, in wages and salaries to related parties.

InDuring ~~accordance~~the ~~with~~year ~~ASC~~ended ~~730-10~~December 31, ~~“Research~~2022, ~~and~~Golden ~~Development-Overall,”~~Ally ~~research~~entered ~~and~~into ~~development~~an ~~costs~~agreement ~~are~~with ~~expensed~~a ~~when~~company ~~incurred. During~~owned ~~the~~by ~~year~~a ~~ended~~related ~~December~~party ~~31,~~to ~~2021~~develop and implement ~~2020,~~marketing ~~research~~strategies ~~and~~for ~~development~~Golden ~~costs~~Ally’s ~~were~~products. ~~$1,000~~Golden ~~and~~Ally paid $62,~~000~~900, ~~respectively, and are included~~000 inper ~~general~~the ~~and~~terms ~~administrative~~of ~~expenses~~the onagreement ~~the~~for ~~accompanying~~marketing ~~consolidated~~services ~~statements~~to ofbe ~~operations~~provided.

~~Net~~See ~~loss~~Note ~~per~~5 ~~share~~for ofLoan ~~common~~Receivable ~~stock~~ – Related Party.

~~Basic~~NOTE ~~net~~10 ~~loss~~– per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At December 31, 2021 and 2020, the Company had 50,000,000 potentially dilutive securities outstanding related to Series A Convertible Preferred Stock for both periods (see Note 4). Those potentially dilutive common stock equivalents were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss.COMMITMENTS

~~Impairment~~Operating ~~of long-lived assets~~lease

InDuring ~~accordance~~the ~~with~~year ~~ASC~~ended ~~360-10,~~December ~~“Long-lived assets~~31,” ~~which include property and equipment and intangible assets~~2022, ~~are reviewed for impairment whenever events or changes in circumstances indicate that~~ the ~~carrying~~Company ~~amount~~entered ofinto an ~~asset~~agreement ~~may~~for ~~not~~office bespace ~~recoverable~~in Texas. ~~Recoverability of~~The ~~long-lived~~agreement ~~assets~~term ~~to be held and used~~ is ~~measured~~from ~~by a comparison of the carrying amount of an asset to the estimated undiscounted~~January ~~future~~19, ~~cash~~2022, ~~flows expected~~ to beJanuary ~~generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows~~31, an2023 ~~impairment~~at ~~charge~~a israte ~~recognized by the amount by which the carrying amount~~ of ~~the~~$332 ~~asset~~per ~~exceeds the fair value of the assets~~month. ~~Fair~~The ~~value~~lease ishas ~~generally~~been ~~determined~~accounted ~~using~~for ~~the~~as ~~asset’s~~a ~~expected~~short-term ~~future~~lease ~~discounted~~and ~~cash~~rental ~~flows or market value, if readily~~payments ~~determinable~~expensed.

During the year ended December 31, 2022, the Company entered into a lease for a location in California. The term of the lease was four months ending on May 31, 2022. The base rent is $5,970 per month. The lease was been accounted for as a short-term lease and rental payments expensed. The lease was renewed on June 1, 2022 and has been accounted for in accordance with ASC 842, Leases.

~~The Company~~NOTE ~~follows~~11 ~~ASC~~– ~~Topic~~SUBSEQUENT 842, Leases (Topic 842) and applying the package of practical expedients, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and will be included in general and administrative expenses.EVENTS

~~F-9~~In February 2023, the Company issued 5,000,000 common shares as compensation to a consultant.

~~Signet International Holdings, Inc. and Subsidiaries~~F-9

~~Notes to Consolidated Financial Statements~~SIGNATURES

~~December~~Pursuant 31to the requirements of Section 13 or 15(d) of the Exchange Act, ~~2021~~the ~~and~~registrant ~~2020~~caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 18, 2023.

~~Recent accounting~~Golden ~~pronouncements~~Ally Lifetech Group, Inc. By: /s/ Oliver Keren Ban Name: Oliver Keren Ban Title: Chief Executive Officer and President

~~Accounting~~Pursuant ~~standards~~to ~~which~~the ~~are~~requirements ~~not~~of ~~yet~~the ~~effective~~Securities ~~are~~Exchange ~~not~~Act ~~expected~~of to1934, ~~have~~this aReport ~~material~~has ~~impact~~been onsigned below by the ~~Company’s financial~~following ~~position~~persons oron ~~results~~ behalf of ~~operations~~the registrant and in the capacities and on the dates indicated.

Note 4 – Stockholders’ Deficit

Signature	Title	Date

/s/ Oliver Keren Ban		April 18, 2023
Oliver Keren Ban	Chief Executive Officer and President (Principal Executive Officer), Secretary, Treasurer, and Director

/s/ Tak Yiu Cheng		April 18, 2023
Tak Yiu Cheng	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ Yunfeng Lu	Chairman	April 18, 2023
Yunfeng Lu

/s/ Wen Li	Director	April 18, 2023
Wen Li

/s/ Carter Yeung	Director	April 18, 2023
Carter Yeung

/s/ Jimmy Wang	Director	April 18, 2023
Jimmy Wang

~~The authorized capital stock consists of 100,000,000 shares of common stock and 50,000,000 shares of preferred stock.~~16

Preferred stock

The Board of Directors has the authority, without further action by the shareholders, to issue, from time to time, preferred stock in one or more series for such consideration and with such relative rights, privileges, preferences and restrictions that the Board may determine. The preferences, powers, rights and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and purchase funds and other matters. The issuance of preferred stock could adversely affect the voting power or other rights of the holders of common stock.

On March 14, 2007, the Company formally designated a series of Super Voting Convertible Preferred Stock (the “Series A Super Voting Preferred Stock”) of the Company’s 50,000,000 authorized shares of the capital preferred stock of the Corporation. The designated Series A Super Voting Convertible Preferred Stock, consists of 5,000,000 shares, par value $.001 per share, which shall have the following preferences, powers, designations and other special rights:

Voting and conversion: Holders of the Series A Super Voting Convertible Preferred Stock shall have ten votes per share held on all matters submitted to the shareholders of the Company for a vote thereon. Each holder of these shares shall have the option to appoint two additional members to the Board of Directors. Each share shall be convertible into ten (10) shares of common stock. The Company may redeem at $0.10 per share with 30 days’ notice.

Dividends: The holders of Series A Super Voting Convertible Preferred Stock shall be entitled to receive dividends or distributions on a pro rata basis with the holders of common stock when and if declared by the Board of Directors of the Company. Dividends shall not be cumulative. No dividends or distributions shall be declared or paid or set apart for payment on the Common Stock in any calendar year unless dividends or distributions on the Series A Preferred Stock for such calendar year are likewise declared and paid or set apart for payment. No declared and unpaid dividends shall bear or accrue interest.

Liquidation Preference: Upon the liquidation, dissolution and winding up of the Company, whether voluntary or involuntary, the holders of the Series A Super Voting Convertible Preferred Stock then outstanding shall be entitled to, on a pro-rata basis with the holders of common stock, distributions of the assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders.

There were 5,000,000 shares of Series A preferred stock issued and outstanding as of December 31, 2021 and 2020.

Common stock

During the year ended December 31, 2020:

In January 2020, the Company settled accrued salaries to its former Chief Executive Officer (“Former CEO”) in the amount of $94,422 by issuing 829,721 shares of common stock at a price of approximately $0.11 per share, based on recent private placement sales of common stock on the date of grant. Additionally, the Former CEO forgave accrued salary of $366,530.

During fiscal year 2020, the Company issued an aggregate of 1,456,603 to various consultants of the Company for services rendered with fair value of $165,368 or an average of approximately $0.1135 per share, based on recent private placement sales of common stock on the dates of grants.

During fiscal year 2020, the Company issued an aggregate of 25,000 to a consultant of the Company for services rendered with fair value of $4,125 or an average of approximately $0.165 per share, based on the quoted trading price on the date of grants.

During fiscal year 2020, the Company received total gross proceeds of $161,028 or an average of approximately $0.098 per share, from the sale of 1,648,300 shares of the Company’s common stock. Additionally, the Company collected the $25,000 subscription receivable that was previously recorded at December 31, 2019.

F-10

Signet International Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

During the year ended December 31, 2021:

● Between January 2021 and June 2021, the Company became obligated to issue a total of 122,000 shares of common stock to two consultants of which 120,000 will be earned and the related expense will be recognized over a 36-month term. During the year ended December 31, 2021, the Company issued an aggregate of 22,000 shares of common stock to the two consultants for services rendered and the balance of 100,000 shares remains to be issued as of December 31, 2021 (see Note 6). The fair value of these shares were valued on the grant dates at $12,400 or an average of approximately $0.10 per share, based on the quoted trading price on the date of grants of which $3,400 were recognized as stock based consulting expense during the year ended December 31, 2021.

● Between February 2021 and March 2021, the Company received total gross proceeds of $33,750 or an average of approximately $0.08 per share, from the sale of 450,000 shares of the Company’s common stock.

● In April 2021, the Company received total gross proceeds of $14,981 or an average of approximately $0.07 per share, from the sale of 214,018 shares of the Company’s common stock. A portion of the 214,018 shares of common stock were not issued and has been recorded as common stock issuable as of December 31, 2021. In July 2021, the Company issued 150,000 shares and the balance of 64,018 shares remains to be issued.

Note 5 – Income Taxes

The Company has incurred historical aggregate net operating losses of approximately $2,182,527 for income tax purposes as of December 31, 2021. The net operating loss carries forward for United States income taxes, which may be available to reduce future years’ taxable income. Management believes that the realization of the benefits from these losses appears not more than likely than not due to the Company’s limited operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as necessary.

The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes were as follows:

	Year Ended December 31, 2021			Year Ended December 31, 2010
Income tax benefit at U.S. statutory rate of 21%	$	(36,731	)	$	(74,503	)
Income tax benefit – State tax rate at 5%		(8,746	)		(17,739	)
Non-deductible expenses		884			44,068
Increase in valuation allowance		44,593			48,174
Total provision for income tax	$	-		$	-

The Company’s approximate net deferred tax asset was as follows:

Deferred Tax Asset:	December 31, 2021			December 31, 2010
Net operating loss carryforward	$	567,457		$	522,864
Valuation allowance		(567,457	)		(522,864	)
Net deferred tax asset	$	-		$	-

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act decreases the U.S. corporate federal income tax rate from a maximum of 34% to a flat 21% effective January 1, 2018. The Act also includes a number of other provisions including, among others, the elimination of net operating loss carrybacks and limitations on the use of future losses, the repeal of the Alternative Minimum Tax regime and the repeal of the domestic production activities deduction. These provisions are not expected to have a material effect on the Corporation. Given the significant complexity of the Act and anticipated additional implementation guidance from the Internal Revenue Service, further implications of the Act may be identified in future periods.

The Company provided a valuation allowance equal to the deferred income tax asset for the year ended December 31, 2021 and 2020 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the allowance was $44,593 in fiscal 2021. The potential tax benefit arising from the loss carryforward of approximately $1,668,018 accumulated through December 31, 2017 will expire in 2037 and the fiscal 2018, 2019, 2020 and 2021 net operating loss carryforward of approximately $514,509 may be carried forward indefinitely.

Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership changes or business changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2019, 2020 and 2021 Corporate Income Tax Returns are subject to Internal Revenue Service examination.

F-11

Signet International Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Note 6 – Commitments and Contingencies

Operating lease

In January 2018, the Company entered into a one-year sub-lease agreement related to its leased office facilities in Palm Beach, FL with the Former CEO of the Company (see Note 7). The lease shall automatically be extended for successive one-year renewal term not to exceed 5 annual renewal terms in total unless the landlord or tenant gives a written notice of non-renewal on or before 30 days prior to expiration of the term. The lease required monthly payments of approximately $1,136 plus sales tax and the Company was not responsible for any additional charges for common area maintenance. The monthly rent was subject to an increase by 2% at the end of each year. On July 1, 2021, the Company early terminated the sub-lease agreement and entered into a new one-year lease agreement with the landlord (see Note 7). Accordingly, on July 1, 2021, the Company reversed the remaining balance of the ROU asset of $19,379, operating lease liability of $20,018 and credited the difference to lease expense of $639. In March 2022, the Company early terminated the new lease agreement.

In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. On January 1, 2020, upon adoption of ASC Topic 842, the Company recorded right-of-use assets $45,645 and total lease liabilities of $45,645 based on an incremental borrowing rate of 12%. For the respective years ended December 31, 2021 and 2020, we paid an aggregate of $14,564 and $15,100 for rent under this agreement, respectively.

Right of Use (“ROU”) Asset is summarized below:

	As of December 31, 2021			As of December 31, 2020
Office lease, ROU Asset	$	45,645		$	45,645
Less: Accumulated amortization		(26,266	)		(20,368	)
Less: reversal of remaining balance due to termination on July 1, 2021		(19,379	)		-
Balance of ROU asset	$	-		$	25,277

Operating lease liability related to the ROU asset is summarized below:

	As of December 31, 2021			As of December 31, 2020
Office lease liability	$	45,645		$	45,645
Reduction of lease liability		(25,627	)		(19,802	)
Total		20,018			25,843
Less: current portion		-			(12,007	)
Less: reversal of remaining balance due to termination on July 1, 2021		(20,018	)		-
Long term portion of lease liability	$	-		$	13,836

Option agreements

In November 2018, the Company entered into an Option Agreement (the “November 2018 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for graphene foam coating and deicing. The option period commenced on the effective date of this November 2018 Option Agreement and expired 6 months from the effective date unless terminated by either party by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,500 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2018. In May 2019, the Company entered into an amendment agreement to extend the option period to August 2019. In October 2020, the Company entered into an exclusive licensing agreement with this licensor (see discussion below).

F-12

Signet International Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

In March 2019, the Company entered into an Option Agreement (the “March 2019 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for rechargeable battery device. The option period commenced on the effective date of this March 2019 Option Agreement and expires 12 months from the effective date unless terminated by either party by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $5,000 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In October 2020, the Company entered into an exclusive licensing agreement with this licensor (see discussion below).

In August 2019, the Company entered into an Option Agreement (the “August 2019 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for detecting melanoma cancer. The option period commenced on the effective date of this August 2019 Option Agreement and expires in August 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,200 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In August 2020, the Company entered into an amendment agreement to extend the option period to August 31, 2021 unless sooner terminated by the execution of a license agreement between the parties. All other provision of this option agreement shall remain in full force and effect and unmodified by this amendment. The option period for this option agreement has expired.

In September 2019, the Company entered into an Option Agreement (the “September 2019 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for self-sterilizing device using plasma fields. The option period commenced on the effective date of this September 2019 Option Agreement and expires in September 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,200 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In July 2020, the Company entered into an amendment agreement to extend the option period to September 30, 2021 unless sooner terminated by the execution of a license agreement between the parties. All other provision of this option agreement shall remain in full force and effect and unmodified by this amendment. The option period for this option agreement has expired.

In September 2019, the Company entered into an Option Agreement (the “September 11, 2019 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for low-cost disposable medical sensor for heart-attack. The option period commenced on the effective date of this September 11, 2019 Option Agreement and expires in September 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,200 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In July 2020, the Company requested the licensor to grant the Company an extension for this option agreement. After the Company’s initial request, the Company notified the licensor of exercising the option and request for a licensing agreement. Despite the repeated efforts from the Company, the licensor did not respond. As a result, such option agreement has expired.

In September 2019, the Company entered into an Option Agreement (the “September 13, 2019 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for multifunctional oral prosthetic system. The option period commenced on the effective date of this September 13, 2019 Option Agreement and expires in September 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,200 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In July 2020, the Company requested the licensor to grant the Company an extension for this option agreement. After the Company’s initial request, the Company notified the licensor of exercising the option and request for a licensing agreement. Despite the repeated efforts from the Company, the licensor did not respond. As a result, such option agreement has expired.

F-13

Signet International Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

In October 2019, the Company entered into an Option Agreement (the “October 2019 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for arc melted glass piles for structural foundations. The option period commenced on the effective date of this October 2019 Option Agreement and expires in October 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights up to a maximum of $3,500. The Company paid an option fee of $1,500 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In October 2020, the Company entered into an amendment agreement to extend the option period to October 15, 2021. The option period for this option agreement has expired.

Exclusive licensing agreements

Graphene foam coating and deicing

On October 30, 2020, the (“Effective Date”) the Company had entered into an exclusive licensing agreement with a University for the licensed patents related to the technology for graphene foam coating and deicing. The term of this license shall continue until licensee permanently discontinue the sale of any licensed products or unless terminated pursuant to the terms of this agreement. Licensee may grant written sublicenses to third parties. However, the licensee shall notify the University of the initiation of the license negotiation. Licensee may terminate this agreement by giving at least sixty days written notice to University. The University may terminate this agreement by giving the licensee at least thirty days written notice upon the occurrence of certain events as defined in the agreement.

The Company agreed to pay license issue fee of $5,000 in two separate installments. The first installment of $1,500 shall be made within thirty days of the Effective Date and the second installment of $3,500 at the first anniversary of the effective date. The Company paid the $1,500 first installment in November 2020.

Additionally, the Company agreed to pay certain royalty payments as follows:

(i) 5.5% for Net Revenues of licensed products; and

(ii) 5.5% for Net Revenues of licensed processes.

Furthermore, the Company agreed to pay Licensor minimum royalty payments, as follows:

Payment		Year
$	2,000	2021
$	3,000	2022
$	5,000	2023
$	10,000	2024 and every year thereafter on the same date, for the life of this License Agreement.

The first minimum royalty payment was due on December 31, 2021 for calendar year 2021. In March 2022, the Company sent a notice of termination of this exclusive licensing agreement to the University.

Rechargeable battery device

October 30, 2020, the (“Effective Date”) the Company had entered into an exclusive licensing agreement with a University for the licensed patents related to the technology for rechargeable battery device. The term of this license shall continue until licensee permanently discontinue the sale of any licensed products or unless terminated pursuant to the terms of this agreement. Licensee may grant written sublicenses to third parties. However, the licensee shall notify the University of the initiation of the license negotiation. Licensee may terminate this agreement by giving at least sixty days written notice to University. The University may terminate this agreement by giving the licensee at least thirty days written notice upon the occurrence of certain events as defined in the agreement.

The Company agreed to pay license issue fee of $5,000 in two separate installments. The first installment of $1,418 shall be made within thirty days of the Effective Date and the second installment of $3,582 at the first anniversary of the effective date. The Company paid the $1,418 first installment in November 2020.

F-14

Signet International Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Additionally, the Company agreed to pay certain royalty payments as follows:

(i) 5.5% for Net Revenues of licensed products; and

(ii) 5.5% for Net Revenues of licensed processes.

Furthermore, the Company agreed to pay Licensor minimum royalty payments, as follows:

Payment		Year
$	2,000	2021
$	3,000	2022
$	5,000	2023
$	10,000	2024 and every year thereafter on the same date, for the life of this License Agreement.

The first minimum royalty payment was due on December 31, 2021 for calendar year 2021. In March 2022, the Company sent a notice of termination of this exclusive licensing agreement to the University.

Currently, the Company is in negotiation with the University to settle any unpaid obligations for the licensed patents related to the technology for graphene foam coating and deicing and the technology for rechargeable battery device for $6,000.

Consulting agreements

On January 5, 2020, the Company entered into a twelve-month agreement, effective as of March 13, 2020, with a consultant to serve as a technical science consultant, for $2,500 cash payment and 30,000 shares of the Company’s common stock. This agreement may be terminated without cause by either party in 30 days upon submitting a written notice. These shares had a fair value of $2,250 or $0.075 per share, based on recent private placement sales of common stock which was recorded as stock-based consulting. This agreement was not renewed and therefore there was no further obligation as of December 31, 2021.

On February 13, 2020, the Company entered into a six-month agreement with an individual to serve as a chief engineer consultant. The Company will pay the consultant a consulting fee in cash and shares of the Company’s common stock for services to be rendered, to be determined and agreed upon by both parties when services begin. This agreement was not renewed and therefore there was no further obligation as of December 31, 2021.

On May 21, 2020, the Company entered into an amended agreement with an individual related to a six-month consulting agreement dated on August 29, 2019. The consultant will provide business advisory, investor relations, and promotion services in exchange for 3,125 shares of the Company’s common stock per month. The consulting agreement may be renewed or extended for any period as may be agreed by the parties. This agreement may be terminated, without cause by either party, upon submitting 30 days written notice. This agreement was not renewed and therefore there was no further obligation as of December 31, 2021.

In January 2021, the Company entered into a thirty-six month consulting agreement with an individual. The consultant will provide promotion services in exchange for the issuance of 20,000 shares for a period of six months, a total of 120,000 shares of the Company’s common stock. This agreement may be terminated, without cause by either party, upon submitting 30 days written notice. During the year ended December 31, 2021, the Company issued 20,000 shares and the balance of 100,000 shares remains to be issued at December 31, 2021. During the year ended December 31, 2021, the Company recognized stock-based consulting of $3,000 (see Note 4).

Distributor agreement

On January 18, 2021, The Company had executed an Exclusive Distributor Agreement with Jarada, Inc. Ltd (“Jarada”) of Seoul Korea. The Agreement appointed Jarada an exclusive South Korean territorial distribution rights to all of the Company’s Graphene products that will be developed and made available for worldwide commercialization. The Company shall pay Jarada 15% commission on all sales made by Jarada of the Company’s Graphene products. The term of this agreement was for two years from the date of execution and shall automatically renewed unless either party provides notice of termination. No sales of the Graphene products had occurred during the year ended December 31, 2021. In March 2022, the Company sent a notice of termination of this Exclusive Distributor Agreement to Jarada.

Note 7 – Related Party Transactions

In January 2020, the Company settled accrued salary owed to its Former CEO by issuing 829,721 shares of common stock valued at $94,422, based on recent private placement sales of common stock on the date of grant (see Note 4). Additionally, the Former CEO forgave accrued salary of $366,530. The Company reduced total accrued salary by $460,952 in connection with the issuance of the 829,721 shares of common stock and recorded contributed capital of $366,530 for the forgiveness of accrued salary.

The Company paid rental fees for personal housing of $3,150 and $12,600 during the years ended December 31, 2021 and 2020, respectively, to an affiliated company owned by the Former CEO of the Company which was recorded as compensation to the Former CEO and included in general and administrative expenses as reflected in the accompanying consolidated statements of operations.

F-15

Signet International Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

In January 2018, the Company entered into a one-year sub-lease agreement related to its leased office facilities in Palm Beach, FL with the Former CEO of the Company. The lease shall automatically be extended for successive one-year renewal term not to exceed 5 annual renewal terms in total unless the landlord or tenant gives a written notice of non-renewal on or before 30 days prior to expiration of the term. The lease currently requires monthly payments of approximately $1,136 plus sales tax and the Company is not responsible for any additional charges for common area maintenance. The monthly rent will increase by 2% at the end of each year. On July 1, 2021, the Company early terminated the sub-lease agreement and entered into a new one-year lease agreement with the landlord (see Note 6). In March 2022, the landlord agreed to early terminate the one-year lease effective March 31, 2022 in the condition that the Company’s Interim Chief Executive Officer will assume and enter into a new lease agreement with the landlord on April 1, 2022.

On May 21, 2021, a majority of the shareholders of the Company, voted to appoint Alysia WolfsKeil, Esq. as the Interim Chief Executive Officer and Interim Chief Financial Officer, in order to fulfill the positions within the Company left vacant by the recent passing of Ernest W. Letiziano, the Former CEO and CFO of the Company. Ms. WolfsKeil is the daughter of Ernest W. Letiziano, the Former CEO and CFO of the Company. Ms. WolfsKeil, Esq. shall have limited powers in her positions, specifically she shall be empowered to direct all relevant services providers of the Company as they relate to any and all such filings with the SEC, gain access and be provided banking authority over any and all bank accounts or other trade accounts in the name of the Company, and enter into negotiations with potential third parties who may be considered potential acquisition targets of the Company. Ms. WolfsKeil, Esq. shall serve the shorter of a) her termination by the shareholders or b) six months from the May 21, 2021 and will receive compensation of $10,000 per month. During the year ended December 31, 2021, Ms. WolfsKeil was paid $30,000 for services related to keeping the Company’s required public filings current. As of December 31, 2021, accrued compensation to Ms. WolfsKeil amounted to $43,000 (from June 21, 2021 to December 31, 2021) and is included in accounts payable and accrued expenses in the consolidated balance sheet.

Note 8 - Subsequent Events

On February 28, 2022, the Company,‎ Estate of Ernest W. Letiziano, Ms. Hope Hillabrand, and Mr. Thomas Donaldson ‎‎(collectively, the “Controlling Shareholders”) and Golden Ally Lifetech Group Co., Ltd., a Delaware corporation (“Golden Ally”) entered into a Share Purchase and Exchange Agreement (the “SPA”).

Under the SPA, the Controlling Shareholders of the Company agreed to sell to Golden Ally their capital stock of the Company, consisting of 5,000,000 shares of Series A Convertible Super Preferred Stock (convertible into 50,000,000 common shares) and 4,474,080 common shares for $375,000‎ in cash (the “Purchase”).

‎Immediately after the completion of the Purchase, at the closing (the “Closing”) and subject to ‎the terms and conditions of the SPA, Golden Ally shall cause the Golden ‎Ally shareholders to sell, assign and transfer to the Company all of the ‎Golden Ally shares in exchange for newly issued shares of the Company based on the Exchange Ratios described below (the “Exchange”, and together with the Purchase and the other transactions contemplated by the SPA, the “Transactions”).‎

As of ‎the date of the SPA, the authorized capital stock of Golden Ally consists of 1 billion Class A common shares, par value $0.00001 per share (the “Golden Ally Class A Common Shares”), each of which has 10 votes and is convertible into one Golden Ally Class B Common ‎Share, and 9 billion Class B common shares, par value $0.00001 per share (the “Golden Ally Class B Common Shares”). There are 1 billion Golden Ally Class A Common Shares and 8.5 billion Golden Ally Class B Common Shares issued and outstanding.

F-16

Signet International Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

‎As consideration for the sale of the Golden Ally shares by the Golden Ally ‎shareholders to the Company, at the Closing, the Company shall allot and issue shares of the Company to the ‎Golden Ally shareholders or their nominees in such exchange ratios (the “Exchange Ratios”) as follows: (i) ‎each share of Golden Ally Class A Common Stock will be exchanged for one ‎share of Series A Preferred Stock of the Company (as designated by the Amended ‎and Restated Certificate of Incorporation of the Company to be effective prior to the Closing); and (ii) each share of Golden Ally Class B Common Stock will be ‎exchanged for one share of the Company’s Common Stock. Immediately after the Closing, the Golden Ally shareholders will hold approximately 99.9% of the total outstanding voting power of the Company and Golden Ally will become a subsidiary of the Company.‎

The SPA contains representations, warranties and covenants customary for a transaction of this nature, as well as certain indemnification obligations of the parties thereto for breaches of representations, warranties and covenants.

The consummation of the Transactions is subject to the satisfaction or waiver of certain customary conditions at or prior to the Closing, including (i) the accuracy of each party’s representations and warranties (subject to certain materiality standards), (ii) each party’s compliance with its covenants contained in the SPA (subject to a customary materiality standard), (iii) the absence of any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company and (iv) the absence of any law or order that restrains, enjoins, makes illegal or otherwise prevents or prohibits the Closing. The parties expect that the Transactions will close in the first or second quarter of 2022.

The SPA contains certain termination rights for both the Company and Golden Ally. The Company and/or Golden Ally may terminate the SPA by mutual agreement, for breach of the SPA, or if ‎the Company has not been able to obtain a certificate of good standing before the ‎Closing‎‎. The foregoing summary description of the SPA and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA and the terms of which are incorporated by reference herein.

On March 1, 2022, the Controlling Shareholders took action by written consent appointing Ms. WolfsKeil as the sole director of the Company, effective immediately. On March 1, 2022, Ms. WolfsKeil, in her capacity as the sole director of the Company, took action by written consent to appoint herself as the Chief Executive Officer and the Chief Financial Officer of the Company. Ms. WolfsKeil, Esq. shall serve as the sole director, Chief Executive Officer and Chief Financial Officer until the next annual meeting of the Company or until her successor has been duly elected and qualified or until her earlier death, resignation, or removal.

F-17

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Signet International Holdings, Inc.
Date: March 31, 2022	By:	/s/ Alysia WolfsKeil
	Name:	Alysia WolfsKeil
	Title:	Chairman of the Board of Directors, & Chief Executive Officer
		(Principal Executive Officer)
Date: March 31, 2022	By:	/s/ Alysia WolfsKeil
	Name:	Alysia WolfsKeil
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on this 31st day of March 2022 on behalf of the registrant and in the capacities indicated.

Signature Title /s/ Alysia WolfsKeil Director, Chief Executive Officer, Chief Financial Officer Alysia WolfsKeil (Principal Executive Officer) (Principal Financial and Accounting Officer)

false FY 0001317833 0 0001317833 2021-01-01 2021-12-31 0001317833 2022-03-25 0001317833 2021-06-30 0001317833 2021-12-31 0001317833 2020-12-31 0001317833 us-gaap:SeriesAPreferredStockMember 2021-12-31 0001317833 us-gaap:SeriesAPreferredStockMember 2020-12-31 0001317833 2020-01-01 2020-12-31 0001317833 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2019-12-31 0001317833 us-gaap:CommonStockMember 2019-12-31 0001317833 sign:CommonStockIssuableMember 2019-12-31 0001317833 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001317833 us-gaap:RetainedEarningsMember 2019-12-31 0001317833 2019-12-31 0001317833 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2020-01-01 2020-12-31 0001317833 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001317833 sign:CommonStockIssuableMember 2020-01-01 2020-12-31 0001317833 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0001317833 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0001317833 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2020-12-31 0001317833 us-gaap:CommonStockMember 2020-12-31 0001317833 sign:CommonStockIssuableMember 2020-12-31 0001317833 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001317833 us-gaap:RetainedEarningsMember 2020-12-31 0001317833 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2021-01-01 2021-12-31 0001317833 us-gaap:CommonStockMember 2021-01-01 2021-12-31 0001317833 sign:CommonStockIssuableMember 2021-01-01 2021-12-31 0001317833 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0001317833 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0001317833 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2021-12-31 0001317833 us-gaap:CommonStockMember 2021-12-31 0001317833 sign:CommonStockIssuableMember 2021-12-31 0001317833 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001317833 us-gaap:RetainedEarningsMember 2021-12-31 0001317833 us-gaap:SeriesAPreferredStockMember 2021-01-01 2021-12-31 0001317833 sign:SeriesASuperVotingPreferredStockMember 2007-03-14 0001317833 srt:ChiefExecutiveOfficerMember 2020-01-31 0001317833 2020-01-31 0001317833 srt:ChiefExecutiveOfficerMember 2020-01-02 2020-01-31 0001317833 srt:ChiefExecutiveOfficerMember 2020-01-01 2020-12-31 0001317833 srt:ChiefExecutiveOfficerMember 2020-12-31 0001317833 us-gaap:CommonStockMember 2021-02-01 2021-03-31 0001317833 us-gaap:CommonStockMember 2021-03-31 0001317833 us-gaap:CommonStockMember 2021-04-01 2021-04-30 0001317833 us-gaap:CommonStockMember 2021-04-30 0001317833 us-gaap:CommonStockMember 2021-07-31 0001317833 us-gaap:CommonStockMember 2021-07-03 2021-07-31 0001317833 2018-01-01 0001317833 2010-01-01 2010-12-31 0001317833 2010-12-31 0001317833 sign:ASCTopic842Member 2019-01-01 0001317833 2019-01-01 2019-01-01 0001317833 sign:OptionAgreementsMember 2018-01-01 2018-12-31 0001317833 sign:OptionAgreementsOneMember 2019-01-01 2019-12-31 0001317833 sign:OptionAgreementsTwoMember 2019-01-01 2019-12-31 0001317833 sign:OptionAgreementsThreeMember 2019-01-01 2019-12-31 0001317833 2019-01-01 2019-12-31 0001317833 sign:OptionAgreementsSixMember 2021-01-01 2021-12-31 0001317833 sign:OptionAgreementsSixMember 2019-01-01 2019-12-31 0001317833 sign:RechargeableBatteryDeviceMember 2021-01-01 2021-12-31 0001317833 sign:FirstInstallmentMember 2021-01-01 2021-12-31 0001317833 2020-01-01 2020-01-05 0001317833 2020-05-21 0001317833 sign:FirstInstallmentMember 2021-12-31 0001317833 sign:SecondInstallmentMember 2021-12-31 0001317833 2018-01-02 2018-01-31 0001317833 2021-05-01 2021-05-21 0001317833 us-gaap:SeriesAPreferredStockMember us-gaap:SubsequentEventMember 2022-02-28 0001317833 us-gaap:CommonStockMember us-gaap:SubsequentEventMember 2022-02-28 0001317833 us-gaap:SubsequentEventMember 2022-02-28 0001317833 us-gaap:SubsequentEventMember 2022-02-28 2022-02-28 0001317833 2022-02-28 2022-02-28 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

Filing Compare · Golden Ally Lifetech Group, Inc.