UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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☒
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended December 31, 2018
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period
from
to
Commission File No. 000-27873
America Great Health
(Exact name of registrant as specified in its charter)
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Wyoming
(State or other jurisdiction of incorporation or organization)
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98-0178621
(I.R.S. Employer Identification No.)
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1609 W Valley Blvd Unit 338A
Alhambra, CA
(Address of principal executive offices)
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91803
(Zip Code)
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(626) 576-1299
(Registrant’s telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒No ☐
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes ☐ No
☒
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
Indicate the number of shares outstanding of each of the
registrant’s classes of common stock, as of the latest practicable
date. The number of shares outstanding of the
registrant’s common stock as of November 23, 2020 was
20,236,021,836.
AMERICA GREAT HEALTH AND SUBSIDIARIES
TABLE OF
CONTENTS
PART I – FINANCIAL INFORMATION
This Quarterly Report includes forward-looking statements within
the meaning of the Securities Exchange Act of 1934 (the “Exchange
Act”). These statements are based on management’s beliefs and
assumptions, and on information currently available to management.
Forward-looking statements include the information concerning our
possible or assumed future results of operations set forth under
the heading “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” Forward-looking statements
also include statements in which words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider”
or similar expressions are used.
Forward-looking statements are not guarantees of future
performance. They involve risks, uncertainties and assumptions. Our
future results and shareholder values may differ materially from
those expressed in these forward-looking statements. Readers are
cautioned not to put undue reliance on any forward-looking
statements.
Item 1.
Financial Statements
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America Great Health and Subsidiaries (fka “ Crown
Marketing”)
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Consolidated Balance Sheets
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December 31,
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June 30,
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2018
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2018
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(Unaudited)
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ASSETS
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CURRENT ASSETS
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Cash
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$ |
136 |
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$ |
15 |
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Other receivable
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- |
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100 |
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TOTAL CURRENT ASSETS
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136 |
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115 |
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Long term investment
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- |
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12,978 |
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TOTAL ASSETS
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$ |
136 |
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$ |
13,093 |
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LIABILITIES AND SHAREHOLDERS' DEFICIT
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CURRENT LIABILITIES
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Accounts payable and accrued expense
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$ |
26,361 |
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$ |
20,021 |
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Income tax payable
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800 |
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- |
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Due to related party
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124,601 |
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100,525 |
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TOTAL CURRENT LIABILITIES
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151,762 |
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120,546 |
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SHAREHOLDERS' DEFICIT
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Redeemable, convertible preferred stock, 10,000,000 shares
authorized;
Series A voting preferred stock, zero shares issued and
outstanding
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- |
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- |
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Common stock, no par value, unlimited shares authorized;
20,236,021,836 and 20,236,021,836 shares issued and outstanding
as of December 31, 2018 and June 30, 2018, respectively
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- |
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- |
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Additional paid-in capital
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3,062,230 |
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3,062,230 |
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Accumulated deficit
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(3,213,856 |
) |
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(3,169,683 |
) |
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TOTAL SHAREHOLDERS' DEFICIT
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(151,626 |
) |
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(107,453 |
) |
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TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
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$ |
136 |
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$ |
13,093 |
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The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
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America Great Health and Subsidiaries (fka “ Crown
Marketing”)
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Consolidated Statements of Operations
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Three Months Ended December 31,
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Six Months Ended December 31,
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2018
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2017
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2018
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2017
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(Unaudited)
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(Unaudited)
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Sales
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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Cost of goods sold
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- |
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- |
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- |
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- |
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Gross profit
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- |
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- |
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- |
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- |
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Selling, general and administrative expenses
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Professional fee
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20,830 |
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12,860 |
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26,498 |
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23,656 |
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Other
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3,698 |
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2,214 |
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3,898 |
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4,323 |
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24,528 |
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15,074 |
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30,396 |
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27,979 |
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Loss from operations
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(24,528 |
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(15,074 |
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(30,396 |
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(27,979 |
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Other income (expenses)
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Loss on investment
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- |
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- |
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(966 |
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- |
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Loss on disposal of investment
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(12,012 |
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- |
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(12,012 |
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- |
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(12,012 |
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- |
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(12,978 |
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- |
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Loss before income tax
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(36,540 |
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(15,074 |
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(43,374 |
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(27,979 |
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Income tax provision
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- |
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- |
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800 |
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800 |
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NET LOSS
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$ |
(36,540 |
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$ |
(15,074 |
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$ |
(44,174 |
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$ |
(28,779 |
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BASIC AND DILUTED LOSS PER SHARE
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$ |
(0.00 |
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$ |
(0.00 |
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$ |
(0.00 |
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$ |
(0.00 |
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WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED
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20,236,021,836 |
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20,236,021,836 |
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20,236,021,836 |
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20,236,021,836 |
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The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
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America Great Health and Subsidiaries (fka “ Crown
Marketing”)
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Consolidated Statements of Cash Flows
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Six Months Ended December 31
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2018
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2017
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(Unaudited)
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Cash Flows from Operating Activities
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Net loss
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$ |
(44,174 |
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$ |
(28,779 |
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Loss from discontinued operations
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- |
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- |
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Adjustments to reconcile net loss to net cash used in operating
activities:
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Loss on investment
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966 |
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- |
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Loss on disposal of investment
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12,012 |
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- |
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Changes in operating Assets and Liabilities:
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Other receivable
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100 |
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- |
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Accounts payable and accrued expense
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6,341 |
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3,028 |
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Income tax payable
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800 |
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- |
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Net cash used in operating activities
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(23,955 |
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(25,751 |
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Cash Flows from Investing Activities
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- |
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- |
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Cash Flows from Financing Activities
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Advances from related party
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25,576 |
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29,684 |
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Repayment to related party
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(1,500 |
) |
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(7,000 |
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Net cash provided by financing activities
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24,076 |
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22,684 |
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Net increase (decrease) in cash
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121 |
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(3,067 |
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Cash beginning of period
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15 |
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3,827 |
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Cash end of period
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$ |
136 |
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$ |
760 |
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Interest paid
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$ |
- |
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$ |
- |
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Taxes paid
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$ |
- |
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$ |
800 |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
AMERICA GREAT HEALTH AND SUBSIDIARIES
FORMERLY CROWN MARKETING AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements of America Great Health, formerly Crown Marketing and
Subsidiaries (the “Company”) have been prepared in accordance with
accounting principles generally accepted in the United States of
America for interim financial information and with the instructions
to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all normal recurring
adjustments considered necessary for a fair presentation have been
included. Operating results for the six months ended December
31, 2018 are not necessarily indicative of the results that may be
expected for the year ending June 30, 2019.
Nature of the Business
America Great Health, formerly Crown Marketing, is a Wyoming
corporation (the "Company"). A change of control of the Company was
completed on January 19, 2017 from Jay Hooper, the former officer
and director of the Company and its former majority shareholder.
Control was obtained by the sale of 16,155,746,000 shares of
Company common stock from Mr. Hooper to an investor group led by
Mike Q. Wang. In connection with the change of control, the
Company sold to its former majority shareholder a subsidiary for
$100 and another subsidiary in exchange for the cancellation of all
payables and accrued expenses. After December 31, 2016, the
Company’s operations are determined and structured by the new
investor group. As such, the Company accounted for all of its
assets, liabilities and results of operations up to January 1, 2017
as discontinued operations.
On March 1, 2017, the Company filed with the Secretary of State of
the State of Wyoming an Articles of Amendment to change the
corporate name from Crown Marketing to America Great Health.
On March 9, 2017, the Company formed a wholly owned subsidiary,
America Great Health, under the laws of the State of
California.
Going Concern
The accompanying condensed consolidated financial statements have
been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and
commitments in the normal course of business. As reflected in the
accompanying condensed consolidated financial statements, the
Company has incurred recurring net losses. For the six months ended
December 31, 2018, the Company recorded a net loss of $44,174, used
cash to fund operating activities of $23,955, and at December 31,
2018, had a shareholders’ deficit of $151,626. These factors
create substantial doubt about the Company’s ability to continue as
a going concern within the next twelve months from the date these
financial statements are available to be issued. The
financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going
concern.
During the year ended June 30, 2017, the Company’s former majority
shareholder sold his shares to an investor group. The new owners’
plans to continue as a going concern revolve around its ability to
achieve profitable operations, as well as raise necessary capital
to pay ongoing general and administrative expenses of the Company.
The ability of the Company to continue as a going concern is
dependent on securing additional sources of capital and the success
of the Company’s plan. There is no assurance that the Company will
be successful in raising the additional capital or in achieving
profitable operations.
Our cash needs for the months ended December 31, 2018 were
primarily met by loans and advances from current majority
shareholder. As of December 31, 2018, we had a cash balance
of $136. We intend to finance operating costs over the next twelve
months with existing cash on hand and advance from current majority
shareholder.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation
The condensed consolidated financial statements include the
accounts of the Company and its current wholly owned subsidiary,
America Great Health in California. Intercompany transactions and
accounts have been eliminated in consolidation.
Reclassifications
Prior period numbers have been reclassified to conform to the
current period presentation. Professional fee was reclassified to
be separately disclosed on the Consolidated Statements of
Operations for the six months ended December 31, 2017.
Estimates
The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and disclosure of
contingent liabilities at the date of the financial statements and
the reported amounts of expenses during the reporting period.
Significant estimates include accounting for potential liabilities
and the assumptions made in valuing stock instruments issued for
services. Actual results could differ from those estimates.
Fair Value Measurements
Fair value measurements are determined using authoritative guidance
issued by the FASB, with the exception of the application of the
guidance to non-recurring, non-financial assets and liabilities as
permitted. Fair value is defined in the authoritative guidance as
the price that would be received to sell an asset or paid to
transfer a liability in the principal or most advantageous market
for the asset or liability in an orderly transaction between market
participants at the measurement date. A fair value hierarchy was
established, which prioritizes the inputs used in measuring fair
value into three broad levels as follows:
Level 1—Quoted prices in active markets for identical assets or
liabilities.
Level 2—Inputs, other than the quoted prices in active markets, are
observable either directly or indirectly.
Level 3—Unobservable inputs based on the Company’s assumptions.
The Company is required to use observable market data if available
without undue cost and effort.
The Company’s financial instruments include cash and accounts
payable. Management has estimated that the carrying amounts
approximate their fair value due to the short-term nature.
Loss per Share
Basic earnings (loss) per share are computed by dividing income
available to common shareholders by the weighted-average number of
common shares available. Diluted earnings (loss) per share is
computed similar to basic earnings per share except that the
denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common
shares had been issued and if the additional common shares were
dilutive. The Company’s diluted loss per share is the same as the
basic loss per share for the six months ended December 31, 2018 and
2017, as there are no potential shares outstanding that would have
a dilutive effect.
Income Taxes
Income tax expense is based on pretax financial accounting income.
Deferred tax assets and liabilities are recognized for the expected
tax consequences of temporary differences between the tax bases of
assets and liabilities and their reported amounts. Valuation
allowances are recorded to reduce deferred tax assets to the amount
that will more likely than not be realized. The Company recorded a
valuation allowance against its deferred tax assets as of June 30,
2018 and 2017.
The Company accounts for uncertainty in income taxes using a
two-step approach to recognizing and measuring uncertain tax
positions. The first step is to evaluate the tax position for
recognition by determining if the weight of available evidence
indicates that it is more likely than not that the position will be
sustained on audit, including resolution of related appeals or
litigation processes, if any. The second step is to measure the tax
benefit as the largest amount that is more than 50% likely of being
realized upon settlement. The Company classifies the liability for
unrecognized tax benefits as current to the extent that the Company
anticipates payment (or receipt) of cash within one year. Interest
and penalties related to uncertain tax positions are
recognized in the provision for income taxes.
Recent Accounting Pronouncements
In July 2017, the FASB issued Accounting Standards Update 2017-11,
“Earnings Per Share (Topic 260); Distinguishing Liabilities from
Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I)
Accounting for Certain Financial Instruments with Down Round
Features, (Part II)”, which is the replacement of the Indefinite
Deferral for Mandatorily Redeemable Financial Instruments of
Certain Nonpublic Entities and Certain Mandatorily Redeemable
Noncontrolling Interests with a Scope Exception. The amendments in
Part I of this Update that relate to the recognition, measurement,
and earnings per share of certain freestanding equity-classified
financial instruments that include down round features affect
entities that present earnings per share in accordance with the
guidance in Topic 260, Earnings Per Share. The amendments in Part
II of this Update do not have an accounting effect. The amendments
in Part I of the update are effective for fiscal year, and interim
periods within those fiscal years, beginning after December 15,
2018. The Company is assessing the impact to its accounting
practices and financial reporting procedures as a result of the
issuance of this standard.
Other recent accounting pronouncements issued by the FASB,
including its Emerging Issues Task Force, the American Institute of
Certified Public Accountants, and the Securities and Exchange
Commission did not or is not believed by management to have a
material impact on the Company’s present or future consolidated
financial statements.
NOTE 3 – RELATED PARTY TRANSACTIONS
During the six months ended December 31, 2018, the Company's
current majority shareholder advanced $25,576 to the Company as
working capital. As of December 31, 2018 and June 30, 2018, the
Company owed its current majority shareholder of $124,601 and
$100,525 respectively. The advances are non-interest bearing and
are due on demand.
Currently the Company is using a premises for free, the premises is
leased by a company owned by its current majority shareholder.
NOTE 4 – CONVERTIBLE, REDEEMABLE PREFERRED
STOCK
During the year ended June 30, 2016, the Company’s Board of
Directors authorized the creation of a series of preferred stock
consisting of 1,000,000 shares designated as Series A Preferred
Stock (the “Series A”). The Series A is entitled to a dividend of
4%, when and as declared, and is entitled to a liquidation
preference of $1 per share plus unpaid dividends. The Series A is
redeemable at the option of the Company at any time, in whole or in
part, at a price of $1.00 per share, plus 4% per annum thereupon
from the date of issuance (the “Stated Value”). In the event of any
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the Series A shall be entitled to a
preferential amount equal to the Stated Value, prior to the holders
of common stock receiving any distribution. Each share of Series A
is automatically converted on the Conversion Date into a number of
shares of common stock of the Company at the initial conversion
rate (the “Conversion Rate”), which shall be the Stated Value as of
the date of conversion divided by the Market Price. The Market
Price for purposes of this Section 5 shall be equal to the average
closing sales price of the Common Stock over the 5 previous trading
days.
The Series A is also subject to adjustments to the Conversion Rate.
If the common stock issuable on conversion of the Series A is
changed into the same or a different number of shares of any other
class or classes of stock, whether by capital reorganization,
reclassification, or otherwise (other than a subdivision or
combination of shares provided for above), the holders of the
Series A shall, upon its conversion, be entitled to receive, in
lieu of the common stock which the holders would have become
entitled to receive but for such change, a number of shares of such
other class or classes of stock that would have been subject to
receipt by the holders if they had exercised their rights of
conversion of the Series A immediately before that change.
In August 2016, the Company filed an amendment to its Articles of
Incorporation to increase the number of authorized shares of Series
A Preferred Stock from 1,000,000 to 10,000,000.
There were no preferred shares outstanding as of December 31, 2018
and June 30, 2018.
NOTE 5 – SHAREHOLDERS’ DEFICIT
At December 31, 2018 and June 30, 2018, the Company had
20,236,021,836 shares issued and outstanding.
NOTE 6 – JOINT VENTURE
On March 5th, 2018, America Great Health, a California Corporation
(“AAGH California”), a wholly owned subsidiary of the Company,
entered into a Sino-foreign Co-operative Joint Venture Contract
(the “JV Agreement”) with Guangzhou Bona Biotechnology Co., Ltd.
(“Bona”) pursuant to which the parties will establish a joint
venture (the “JV Company”) for the purpose of promoting and
developing sales channels for health and cosmetics related products
supplied by AAGH California in the mainland of the People’s
Republic of China, the Hong Kong Special Administration Region and
the Macau Special Administration Region (together, the “China
Market”).
Pursuant to the JV Agreement, AAGH California and Bona will each
own 49% and 51% of the JV Company, respectively, and AAGH
California has the veto right to the majority shareholder’s
decision. The equity method has been used for this JV for the three
months ended September 30, 2018. AAGH California will contribute
the initial products supply in equivalent of cash amount of RMB
2.45 million to the JV Company and Bona will contribute any
required operating capitals, experienced sales team, promotional
effort, and customer services to ensure normal day to day operation
of the JV Company. Bona will also be responsible for acquiring any
required government permits, sales permits, and business licenses
for the JV Company.
The following table summarizes the income statement of
Pomeikang.
|
|
|
From date of equity
investment to 12/31/2018
|
|
| |
|
|
|
|
|
Sales
|
|
$ |
20,740 |
|
|
Gross profit
|
|
|
13,739 |
|
|
Net loss
|
|
|
(2,803 |
)
|
|
49% share
|
|
|
(1,373 |
)
|
The following table provides the summary of balance sheet
information for Pomeikang.
|
|
|
As of December 31, 2018
|
|
| |
|
|
|
|
|
Total assets
|
|
$ |
20,565 |
|
|
Net assets
|
|
|
20,565 |
|
|
49% ownership
|
|
|
10,077 |
|
|
Ending balance of investment account
|
|
|
12,012 |
|
|
Difference
|
|
|
(1,932 |
)
|
The difference of $1,932 was mainly due to the effect of exchange
rate.
There was no operation during the period from October 1, 2018 to
December 31, 2018, therefore at December 31, 2018, the Company
decided to no longer participate in Pomeikang’s operations. As a
result, a loss on disposal of investment of $12,012 was recorded at
December 31, 2018. On April 1, 2019, AAGH California transferred
its 49% ownership to Bona for $1.
NOTE 8 – INCOME TAXES
As of December 31, 2018, the Company had federal and
California income tax net operating loss carryforwards of
approximately $3.2 million. These net operating losses will
begin to expire 20 years from the date the tax returns are
filed.
Uncertain Tax Positions
Interest associated with unrecognized tax benefits are classified
as income tax, and penalties are classified in selling, general and
administrative expenses in the statements of operations. For the
six months ended December 31, 2018 and 2017, the Company had no
unrecognized tax benefits and related interest and penalties
expenses. Currently, the Company is not subject to examination by
major tax jurisdictions.
Item 2.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
Forward Looking Statement Notice
Certain statements made in this Quarterly Report on Form 10-Q
are “forward-looking statements” (within the
meaning of the Private Securities Litigation Reform Act of 1995)
regarding the plans and objectives of management for future
operations. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements of Crown Marketing, (“we”,
“us”, “our” or the “Company”) to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and
uncertainties. The Company’s plans and objectives are based, in
part, on assumptions involving the continued expansion of business.
Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are
difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company
believes its assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance the forward-looking statements
included in this Quarterly Report will prove to be accurate.
In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by the
Company or any other person that the objectives and plans of the
Company will be achieved.
History and Organization
America Great Health, formerly Crown Marketing, is a Wyoming
corporation (the “Company”). Pursuant to an Agreement and Plan of
Reorganization dated December 2, 2013, the Company acquired all of
the common stock of Okra Energy, Inc., a California corporation
that was subscribed for on December 2, 2013 and then incorporated
on December 18, 2013, in exchange for 16,155,746,000 shares of
Common Stock of the Company (the “Common Stock”) at the closing of
the Agreement on December 3, 2013. Immediately prior to the
closing, there were approximately 3,825,275,800 shares of Common
Stock outstanding. After the closing, the beneficial owner of Okra
Energy, Inc. shareholder, Jay Hooper, owned approximately 98.8% of
the outstanding shares of common stock of the Company. The
transaction was accounted for as a reverse merger
(recapitalization) with Okra Energy, Inc. deemed to be the
accounting acquirer and the Company deemed to be the legal
acquirer.
A change of control took place on January 19, 2017 from Jay Hooper.
Control was obtained by the sale of 16,155,746,000 shares of the
Company common stock from Mr. Hooper to an investor group led by
Mike Q. Wang. In connection with the change of control, the Company
sold to Jay Hooper, one of its subsidiary, Italiano, Inc., for $100
and another subsidiary, Crown Laboratory Inc., in exchange for the
cancellation of all payables and accrued expenses.
On March 1, 2017, the Company filed with the Secretary of State of
Wyoming an Articles of Amendment to change the corporate name from
Crown Marketing to America Great Health.
On March 9, 2017, the Company formed a wholly owned subsidiary,
America Great Health, under the laws of the State of
California.
Overview of Business
The Company under the new management will focus its business in the
health related industry. The Company’s Chairman and president, Mike
Wang, is the owner of several health related businesses below with
which The Company is evaluating the possibilities of forming
several joint ventures. The Company might effectuate the joint
ventures using stocks.
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1.
|
Health & Beauty Group Inc. It is a California company in the
business of R &D and sale of vitamins and nutritional
supplements. It owns more than 20 formulas and engages contract
manufacturers to make these products. The company has built up
solid sales records both in the US as well as in China. On January
04, 2018, the Company entered into a Stock Purchase Agreement
with Health & Beauty Group, Inc. (the “Seller”) to
purchase 51% of common shares of the Seller, for an aggregate
purchase price of $765,000, which consisting
of 63,750,000 outstanding shares of the Company’s common
stock at $0.012 per share. On April 05, 2018, the
Company entered into a Rescission Agreement
(the “Rescission Agreement”) with the seller to rescind
the transactions set forth in the Stock Purchase Agreement prior to
the transaction closing.
|
|
2.
|
Pro Health Inc., a Tennessee company organized in 2016. It entered
into a Sales Agreement with Provision Healthcare , LLC, a Tennessee
limited liability company, in the selling of ProNova Equipment,
which is a Proton Treatment device used in the treatment of cancer.
Other than the sale of equipment, Pro Health will also be providing
Total Solution Services related with the use of the Equipment.
|
|
3.
|
Sales Agreement between Mike Wang and Dr. William Fang for the
marketing and sales of Dr. Fang’s early detection system of Cardio
Vascular diseases. The device provides unique 3D imaging for the
Cardio Vascular conditions for patients and has already won
approval of US FDA. It has very positive significance in helping
preventing heart attacks, which are the number one killer in the US
as well as in the world.
|
On March 5, 2018, America Great Health, a California Corporation
(“AAGH CA”), a wholly owned subsidiary of the Company, entered into
a Sino-foreign Co-operative Joint Venture Contract (the “JV
Agreement”) with Guangzhou Bona Biotechnology Co., Ltd. (“Bona”) to
establish a JV,Pomeikang Biotechnology (Guangzhou) Co., Ltd.
(“Pomeikang”), to promote and develop sales channels for health and
cosmetics related products supplied by AAGH CA in the mainland of
the People’s Republic of China, the Hong Kong Special
Administration Region and the Macau Special Administration Region
(together, the “China Market”).
Pursuant to the JV Agreement, AAGH CA and Bona each own 49% and 51%
of Pomeikang, respectively, and AAGH California has the veto right
to stop the majority shareholder’s decision. AAGH CA will
contribute the initial products supply in equivalent of cash amount
of RMB 2.45 million ($368,000) to Pomeikang and Bona will
contribute any required operating capital, experienced sales team,
promotional effort, and customer services to ensure normal day to
day operation of Pomeikang. Bona will also be responsible for
acquiring any required government permits, sales permits, and
business licenses for Pomeikang.
At December 31, 2018, the Company decided to no longer participate
in Pomeikang’s operations. On April 1, 2019, AAGH California
transferred its 49% ownership to Bona for $1.
On May 21, 2018, the Company, entered into an Exclusive Oversea
Distribution Agreement (the “Agreement”) with Foshan Wanshunbao
Technology Co., Ltd. (“Wanshunbao”), a mainland China based
company. According to the Agreement, Wanshunbao wishes to promote
and develop overseas sales channels for its unique “Mysteries
Fruit” tea and related products worldwide. The Company is appointed
as Wanshunbao’s exclusive distributor to market and sell the
“Mysteries Fruit” herbal tea and related products in geographic
areas covers all over the world except mainland China.
In the past 20 years, Wangshunbao has dedicated to improve its
R&D, and production of the unique “Mysteries Fruit” and related
supplemental products, currently, Wangshunbao has developed a
leading role in this industry, and is in the process of expanding
its business model worldwide to a 10 billion RMB ($1.5 billion)
industry chain. To achieve that goal, Wangshunbao’s management team
had been actively seeking a qualified international distributor and
business partner to execute its expansion plan.
The Company’s management team was invited to Foshan, China in early
May, 2018 to visit Wangshunbao and its production facilities, upon
extensive discussion and negotiation, the Company was granted with
exclusive distribution rights worldwide for “Mysteries Fruit” tea
and related products. The Company believes by introducing
“Mysteries Fruit” products to oversee consumers would have a huge
beneficial effect; and the management is confident about this
business opportunity, as the Company’s core team members all have
been in health and supplemental related industry for over 20 years,
and has substantial nutrient products sales experiences and
marketing channels. The Company is currently conducting preliminary
sales campaigns for “Mysteries Fruit” products.
The Company is also planning to conduct additional acquisitions.
Mike Wang has approached several health related companies in China
and met the management of potential acquisition targets. Rapid
economic advances in China in the last thirty years have greatly
improved the living standards in China. This in turn brings demand
in healthcare products and services. The Company feels strongly
that despite the challenges of cross border business, it might be
able to acquire some good growth companies and bring good values to
our stockholders.
As inherent with any new business development, there are risks
involved in such endeavor. For all the healthcare related
businesses afore-mentioned, the Company is evaluating what kind of
risks we are facing. The Company notices that vitamin and nutrition
supplement business is a highly competitive market and faces
multiple regulatory monitoring. The compliance challenge is
constant. Regarding proton treatment sales, the device is very
expensive and for such large ticket item, the procurement process
can be long and arduous. The sale of cardio vascular device also
has its challenges. The device is not well known and the acceptance
of the use requires major efforts in educating not only the medical
professionals but also consumers. This would demand financial as
well as other resources. Although the Company is making some
progress in the Merger and Acquisition efforts, any potential
results, if any, are still not certain.
Critical Accounting Policies and Estimates
Estimates
The preparation of these consolidated financial statements in
accordance with accounting principles generally accepted in the
United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at
the dates of the consolidated financial statements and the reported
amounts of net sales and expenses during the reported
periods. Actual results may differ from those estimates and
such differences may be material to the financial statements.
The more significant estimates and assumptions by management
include among others, the fair value of shares of common stock
issued for services. The current economic environment has increased
the degree of uncertainty inherent in these estimates and
assumptions.
Recent Accounting Pronouncements
See Footnote 2 of the financial statements for a discussion of
recently issued accounting standards.
Results of Operations
Results of Operations for the three and
six months ended December
31, 2018 compared to the three
and six months ended
December 31, 2017.
There was no revenue and cost of sales for the three and six months
ended December 31, 2018.
Operating expenses incurred for the six months ended December 31,
2018 and 2017 was $30,396 and $27,979, respectively. Operating
expenses incurred for the three months ended December 31, 2018 and
2017 was $24,528 and $15,074, respectively. The increase was mainly
due to the higher professional fee.
Our net loss for the three months ended December 31, 2018 and 2017
was $36,540 and $15,074, respectively. Our net loss for the six
months ended December 31, 2018 and 2017 was $44,174 and $28,779,
respectively. The increase in net loss was mainly due to the higher
operating expenses and the loss on disposal of investment.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support
its current and future operations, satisfy its obligations, and
otherwise operate on an ongoing basis. Significant factors in the
management of liquidity are funds generated by operations, levels
of accounts receivable and accounts payable and capital
expenditures.
The accompanying consolidated financial statements have been
prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and
commitments in the normal course of business. As reflected in the
accompanying consolidated financial statements, the Company has
incurred recurring net losses. For the six months ended December
31, 2018, the Company recorded a net loss of $44,174, used cash to
fund operating activities of $23,955, and at December 31, 2018, had
a shareholders’ deficit of $151,626. For the six months ended
December 31, 2017, the Company recorded a net loss of $28,779, used
cash to fund operating activities of $25,751. These factors create
substantial doubt about the Company’s ability to continue as a
going concern. The financial statements do not include any
adjustments that might be necessary if the Company is unable to
continue as a going concern.
The new management’s plans to continue as a going concern revolve
around its ability to achieve profitable operations, as well as
raise necessary capital to pay ongoing general and administrative
expenses of the Company. The ability of the Company to continue as
a going concern is dependent on securing additional sources of
capital and the success of the Company’s plan. There is no
assurance that the Company will be successful in raising the
additional capital or in achieving profitable operations.
Our cash needs for the six months ended December 31, 2018 were
primarily met by loans and advances from current majority
shareholder. As of December 31, 2018, we had a cash balance
of $136. Our new majority shareholders will need to provide
all of our working capitals going forward.
Primarily as a result of our recurring losses and our lack of
liquidity, we received a report from our independent registered
public accounting firm for our financial statements for the year
ended June 30, 2018 that includes an explanatory paragraph
describing the uncertainty as to our ability to continue as a going
concern.
Financial Position
As of December 31, 2018, we had $136 in cash, negative working
capital of $151,626 and an accumulated deficit of $3,213,856.
Contractual Obligations and Off-Balance Sheet
Arrangements
We do not have any contractual obligations or off balance sheet
arrangements.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by
Item 10 of Regulation S-K, the Company is not required to provide
information required by this Item.
Item 4. Controls
and Procedures.
Evaluation of Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based upon an evaluation of the effectiveness of our disclosure
controls and procedures performed by our Chief Executive Officer as
of the end of the period covered by this report, our Chief
Executive Officer concluded that our disclosure controls and
procedures were not effective as a result of a weakness in the
design of internal control over financial reporting identified
below.
As used herein, “disclosure controls and procedures” mean controls
and other procedures of our company that are designed to ensure
that information required to be disclosed by us in the reports that
we file or submit under the Securities Exchange Act is recorded,
processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by us
in the reports that we file or submit under the Securities Exchange
Act is accumulated and communicated to our management, including
our principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
Changes in Internal Controls
There have been no changes in our internal controls over financial
reporting during the period ended December 31, 2018 that have
materially affected or are reasonably likely to materially affect
our internal controls.
PART II — OTHER INFORMATION
Item 1. Legal
Proceedings.
We are not a party to or otherwise involved in any legal
proceedings.
In the ordinary course of business, we are from time to time
involved in various pending or threatened legal actions. The
litigation process is inherently uncertain and it is possible that
the resolution of such matters might have a material adverse effect
upon our financial condition and/or results of operations.
However, in the opinion of our management, other than as set forth
herein, matters currently pending or threatened against us are not
expected to have a material adverse effect on our financial
position or results of operations.
Item 1A.
Risk Factors.
As a “smaller reporting company” as defined by Item 10 of
Regulation S-K, the Company is not required to provide information
required by this Item.
Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds.
Not applicable.
Item 3.
Defaults Upon Senior Securities.
There have been no events which are required to be reported under
this Item.
Item 4. Mine
Safety Disclosures.
Not applicable.
Item 5. Other
Information.
None.
Item 6.
Exhibits and Financial Statement Schedules
*XBRL (Extensible Business Reporting Language) information is
furnished and not filed or a part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act
of 1933, as amended, is deemed not filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and otherwise
is not subject to liability under these sections. In accordance
with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and
not filed.
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.
|
|
AMERICA GREAT HEALTH
|
|
|
|
|
|
Dated: December 10, 2020
|
By:
|
/s/ Mike Wang
|
|
|
|
|
Mike Wang
|
|
|
|
President and Chief Financial Officer
(chief financial and accounting officer and duly authorized
officer)
|
