Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  January 26, 2021


America Great Health

(Exact name of registrant as specified in charter)



(State or other jurisdiction of incorporation)





(Commission File Number)


(IRS Employer Identification No.)




1609 W Valley Blvd., #338,

Alhambra, CA 91803



(Address of principal executive offices)


(Zip Code)


Registrant's telephone number, including area code:  (626) 576-1299



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


Title of each class

Trading Symbol(s)

Name of each exchange on which registered 





Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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. ☐ 




Item 2.01. Completion of Acquisition or Disposition of Assets.


On June 30th, 2020, America Great Health (the “Company”) and Purecell Group (“Purecell”), a leading anti-aging medical institution in Australia, entered into a Cooperation Agreement, in which the Company agreed to acquire 51% of the equity of Purecell, as consideration, the Company shall issue 510,000,000 common shares to Purecell’s nominated trustee. Upon completion of the acquisition transaction, Purecell shall remain autonomy in its day to day operation, including recruiting and retaining management team members.


On February 10th, 2021, the Company completed its financial and legal due diligence and consummated the acquisition of Purecell, with total of 510,000,000 common shares transferred to Purecell’s nominated trustee.


The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is filed as Exhibit 2.1 to this Form 8-K.


 Item 9.01 Financial Statements and Exhibits.


(d)    Exhibits.


The following exhibits are being filed or furnished as part of this report:


Exhibit No.








Cooperation Agreement, dated June 30, 2020 between the Company and Purecell







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




Date: February 11, 2021

By:     /s/ Mike Wang                

Name:    Mike Wang

Title:      President








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