UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 


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

For the fiscal year ended June 30, 2018

 

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

For the transition period from ___ to ____

 

Commission file number: 000-27873

 

America Great Health

(Exact name of registrant as specified in its charter)

 

Wyoming

(State or other jurisdiction of incorporation or organization)

98-0178621

(I.R.S. Employer Identification No.)

 

1609 W Valley Blvd Unit 338A, Alhambra, CA

(Address of principal executive offices)

 

91803

(Zip Code)

 

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

 

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

 

Securities registered pursuant to Section 12(g) of the Act:   Common Stock, no par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  

Yes ☐   No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐   No ☒

 

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 if disclosure of delinquent filers pursuant to item 405 of Regulation S-K  (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

Yes ☐   No ☒

 

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

 

Large accelerated filer ☐

 

Accelerated filer ☐

 

 

 

Non-accelerated filer ☐

 

Smaller Reporting Company ☒

 

 

 

Emerging growth company  ☐

 

 

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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 26, 2018 was 20,236,021,800. 

 

FORM 10-K

For the Year Ended June 30, 2018

 

TABLE OF CONTENTS

 

 

 

 

 

Page

PART I

 

 

Item 1.

 

Business

 

  4

Item 1A.

 

Risk Factors

 

6

Item 1B.

 

Unresolved Staff Comments

 

6

Item 2.

 

Properties

 

6

Item 3.

 

Legal Proceedings

 

6

Item 4.

 

Mine Safety Disclosures

 

6

PART II

 

 

Item 5.

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

7

Item 6.

 

Selected Financial Data

 

8

Item 7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

9

Item 7A.

 

Quantitative and Qualitative Disclosures about Market Risk

 

13

Item 8.

 

Financial Statements and Supplementary Data

 

13

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

13

Item 9A.

 

Controls and Procedures

 

13

Item 9B.

 

Other Information

 

14

PART III

 

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

15

Item 11.

 

Executive Compensation

 

16

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

17

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

17

Item 14.

 

Principal Accounting Fees and Services

 

18

PART IV

 

 

Item 15.

 

Exhibits, Financial Statement Schedules

 

19

Signatures

 

21

  

 

 

In this annual report the words "we," "us," "our," and the "Company" refer to Crown Marketing and subsidiaries.

 

FORWARD LOOKING STATEMENTS

 

When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position.  Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.

 

Statements made in this Form 10-K that are not historical or current facts are  "forward-looking  statements" made pursuant to the safe harbor  provisions of Section 27A of the  Securities Act of 1933, as amended, and Section 21E of the Securities  Exchange Act of 1934, as amended.  We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  Any forward-looking statements represent our best judgment as to what may occur in the future.  These forward-looking statements include our plans and objectives for our future growth, including plans and objectives related to the consummation of acquisitions and future private and public issuances of our equity and debt securities.   The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties.  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 our control.  Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Form 10-K will prove to be accurate.   In light of the significant uncertainties inherent in the forward-looking statements included herein, you should not regard the inclusion of such information as our representation or the representation of any other person that we will achieve our objectives and plans.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

 

 

PART I

 

ITEM 1.  BUSINESS

 

Historical Development

 

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 the common stock of Okra Energy, Inc., a California corporation for on December 2, 2013 and then incorporated on December 18, 2013, 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 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.     

 

Concurrently with the merger, Jay Hooper was appointed as the sole director and President of 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 one of its subsidiaries for $100 and another subsidiary in exchange for the cancellation of all payables and accrued expenses.

 

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. Following the name change, the Company applied for a change of its stock ticker symbol from CWNM to AAGH. The application was approved by Financial Industry Regulatory Authority (“FINRA”). Our shares are now trading under the new ticker symbol AAGH.

 

On March 9, 2017, the Company formed a wholly owned subsidiary, America Great Health, under the laws of the State of California.

 

Through December 31, 2016, the Company’s primary business was the sale of various consumer products and accessories. 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.

 

Our Business

 

Prior to the change of controlling ownership of the common stock, the Company sold consumer products. It acquired electronic products from manufactures and then sold them directly to consumers so as to be more competitive in price. As of December 31, 2016, the Company ceased operations in this line 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 stock.

 

1.

Health & Beauty Group Inc (“H&BG”). It is a California company in the business of research and development (“R&D”) and sale of vitamins and nutritional supplements. It owns more than 20 formulas and engages contract manufacturers to make these products. H&BG has built up sales records both in the US as well as in China. On January 4, 2018, the Company entered into a Stock Purchase Agreement with H&BG (the “Seller”) to purchase 51% of common shares of the Seller, for $765,000, which consisted of 63,750,000 outstanding shares of the Company’s common stock at $0.012 per share. On April 5, 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 provide 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 Food and Drug Administration (“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 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 in equivalent of cash amount of RMB 2.45 million ($380,000) 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.

 

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 oversea 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 ($1,500,000,000) 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 make 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 30 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 endeavors. 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.

 

Employees and Outside Services

 

The Company's only employee at the present time is its sole executive officer and director, who devotes full time to the affairs of the Company.  Remaining administrative (non-policy making) officers and consultants and technical personnel such as marketing specialists are being compensated as independent contractors.  We pay these persons on a contract basis as required.

 

 

 

ITEM 1A.  RISK FACTORS

 

  This item is inapplicable because we are a “smaller reporting company” as defined in Exchange Act Rule 12b-2.

 

ITEM 1B.  UNRESOLVED STAFF COMMENTS

 

This item is inapplicable because we are a “smaller reporting company” as defined in Exchange Act Rule 12b-2.

 

ITEM 2.  PROPERTIES

 

Through its former subsidiary, Crown Laboratory Inc., the Company leased a warehouse in El Monte, California. The warehouse is owned by Temple CB LLC, (“Temple CB”), a single member limited liability company owned by the Company’s former President and majority shareholder. In October 2016, the Company and Temple CB agreed to terminate the lease effective as of July 1, 2016. The Company ceased using the premises prior to July 1, 2016.

 

The Company currently is using a premises for free, the premises is leased by a company owned by its current majority shareholder.

 

ITEM 3.  LEGAL PROCEEDINGS

 

No legal proceedings are threatened or pending against us or any of our officers or directors.  Further, none of our officers, directors or affiliates are parties against us or have any material interests in actions that are adverse to the Company’s interests.

 

ITEM 4.  MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

PART II

 

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

 

Market Information

 

Our common stock is currently listed on the OTC Bulletin Board under the symbol “AAGH”.  There has been limited trading of the common stock from December 2, 2013 (Inception) through June 30, 2018.  The last sale price of our common stock on October 5, 2018 was $0.014 per share.

 

The following table sets forth the high and low transaction price for each quarter within the fiscal years ended June 30, 2018 and 2017, as provided by the Nasdaq Stock Markets, Inc.  The information reflects prices between dealers, and does not include retail markup, markdown, or commissions, and may not represent actual transactions.

 

 

 

Fiscal Year Ended

 

 

 

Bid Prices

 

June 30,

 

Period

 

High

 

 

Low

 

 

 

 

 

 

 

 

 

 

2018

 

First Quarter

 

$

0.0080

 

 

$

0.0050

 

 

 

Second Quarter

 

$

0.0050

 

 

$

0.0020

 

 

 

Third Quarter

 

$

0.0300

 

 

$

0.0020

 

 

 

Fourth Quarter

 

$

0.0160

 

 

$

0.0080

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

First Quarter

 

$

0.0070

 

 

$

0.0038

 

 

 

Second Quarter

 

$

0.0060

 

 

$

0.0110

 

 

 

Third Quarter

 

$

0.0061

 

 

$

0.0059

 

 

 

Fourth Quarter

 

$

0.0060

 

 

$

0.0058

 

 

Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule.  The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.  The rule provides that any equity security is considered to be a penny stock unless that security is:

 

 - registered and traded on a national securities exchange meeting specified criteria set by the SEC;

- issued by a registered investment company;

- excluded from the definition on the basis of price (at least $5.00 per share) or the issuer’s net tangible assets.

 

Trading in the penny stocks is subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors.  Accredited investors, in general, include certain institutional investors and individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse. 

 

For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of our securities and must have received the purchaser’s written consent to the transaction prior to the purchase.  Additionally, for any transaction involving a penny stock, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock.  A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security.  Finally, monthly statements must be sent to the purchaser disclosing recent price information for the penny stocks.  Consequently, these rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to sell their shares.

 

 

 

Holders

 

As of October 5, 2018, there were approximately 208 shareholders of record holding 20,236,021,800 shares of common stock.  The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities.  There are no redemption or sinking fund provisions applicable to the common stock.

 

Dividends

 

The Company has not paid any dividends on its common stock.  The Company current intends to retain any earnings for use in its business, and therefore does not anticipate paying cash dividends in the foreseeable future.

 

Securities Authorized Under Equity Compensation Plans

 

The following table lists the securities authorized for issuance under any equity compensation plans approved by our shareholders and any equity compensation plans not approved by our shareholders as of June 30, 2018.   This chart also includes individual compensation agreements.

 

EQUITY COMPENSATION PLAN INFORMATION

 

Plan category

 

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights

(a)

 

 

Weighted-average

exercise price of

outstanding options,

warrants and rights

(b)

 

 

Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

column (a))

(c)

 

Equity compensation plans  approved by security holders            

 

 

0

 

 

$

0.00

 

 

 

0

 

Equity compensation plans not approved by security holders

 

 

0

 

 

$

0.00

 

 

 

0

 

Total

 

 

0

 

 

$

0.00

 

 

 

0

 

 

Company repurchases of common stock during the year ended June 30, 2018

 

None

 

Performance Graphic

 

  This item is not required to provide a performance graph since it is a “smaller reporting company” as defined in Exchange Act Regulation S-K Rule 10(f).

 

Share issuances in 2018

 

All share issuances have been previously reported.

 

ITEM 6.  SELECTED FINANCIAL DATA

 

This item is inapplicable because we are a “smaller reporting company” as defined in Exchange Act Rule 12b-2.

 

 

 

 

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

Forward Looking Statement Notice

 

This Current Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “believes,” “management believes” and similar language.  Except for the historical information contained herein, the matters discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report are forward-looking statements that involve risks and uncertainties. The factors listed in the section captioned “Risk Factors,” as well as any cautionary language in this report; provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Form 10-K.

 

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 on December 2, 2013 and then incorporated on December 18, 2013, 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 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 subsidiaries, 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

 

Through December 31, 2016, the Company’s primary business was the sale of various consumer products and accessories. 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. 

 

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 JVs. The Company might effectuate the JVs using stocks.

 

1.

H&BG. 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 sales records both in the US as well as in China. On January 4, 2018, the Company entered into a Stock Purchase Agreement with H&BG (the “Seller”) to purchase 51% of common shares of the Seller, for $765,000, which consisted of 63,750,000 outstanding shares of the Company’s common stock at $0.012 per share. On April 5, 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 provide 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.

 

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 30 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 its Merger and Acquisition efforts, any results, are still not certain.

 

 

 

Critical Accounting Policies and Estimates

 

Revenues

 

The Company’s operations through December 31, 2016 became discontinued operations (see Note 3). 

 

For the discontinued operations, the Company recognizes revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. Revenue is recognized for hardware product sales upon transfer of title and risk of loss to the customer. We record reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. These estimates are based on contractual return rights, historical sales returns, analysis of credit memo data and other factors known at the time. If actual future returns and pricing adjustments differ from past experience and our estimates, adjustments to revenue reserves may be required.

 

For the year ended June 30, 2018, there were no revenue generating activities.

 

Estimates

 

The preparation of these consolidated financial statements (“CFS”) in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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

 

In May 2014, the FASB issued an accounting standard update (“ASU”) related to revenue from contracts with customers, which, along with amendments issued in 2015 and 2016, will supersede nearly all current U.S. GAAP guidance on this topic and eliminate industry-specific guidance. The underlying principle is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. This accounting standard update, as amended, will be effective for the Company beginning in the first quarter of fiscal 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption (“modified retrospective basis”). Early adoption is permitted, but no earlier than fiscal 2018. The Company expects to adopt this ASU on a modified retrospective basis in the first quarter of fiscal 2019, and it is currently evaluating the impact of this accounting standard update on its CFS.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s CFS.

 

In October 2016, the FASB issued ASUASU 2016-16, Income Taxes: Intra-Entity Transfer of Assets Other Than Inventory, which improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. ASU 2016-16 will be effective for fiscal years, and interim periods within those years, beginning the first quarter of 2018. The Company is assessing the impact to its accounting practices and financial reporting procedures as a result of the issuance of this standard.

 

 

 

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718)”, Scope of Modification Accounting. The Board is issuing this Update to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The adoption of this standard is not expected to have any material impact on the Company’s CFS.

 

In July 2017, the FASB issued ASU 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 CFS.

 

Results of Operations

 

Results of Operations for the year ended June 30, 2018 compared to the year ended June 30, 2017 .

 

There was no revenue and cost of sales from continuing operations for the year ended June 30, 2018. Operating expenses from continuing operations for the year ended June 30, 2018 was $58,149. Our net loss from discontinued operations for the year ended June 30, 2017 was $918,666. The Company no longer has activities from discontinued operations for year ended June 30, 2018. 

 

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 CFS were 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 CFS, the Company has incurred recurring net losses. For the year ended June 30, 2018, the Company recorded a net loss of $59,386, used cash to fund operating activities from continuing operations of $46,830, and at June 30, 2018, had a shareholders’ deficit of $107,453. For the year ended June 30, 2017, the Company recorded a net loss of $967,032 of which $918,666 was from discontinued operations, used cash to fund operating activities from continuing operations of $40,563. 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.

 

During the year ended June 30, 2017, the Company’s former majority shareholder sold the majority of his shares to an investor group. 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 year ended June 30, 2018 were primarily met by loans and advances from current majority shareholder.  As of June 30, 2018, we had cash of $15.  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, 2017 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern.

 

Financial Position

 

As of June 30, 2018, we had $15 in cash, negative working capital of $120,431 and an accumulated deficit of $3,169,683.

 

In connection with the change in control, all of the Company’s payables and accrued expenses as of January 1, 2017 were cancelled.

 

Contractual Obligations and Off-Balance Sheet Arrangements

 

We do not have any contractual obligations or off balance sheet arrangements.

 

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Our financial statements appear beginning on page F-1in this Form 10-K.

 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

On September 12, 2018, we engaged MJF & Associates, LLP (“MJF”) as our independent registered public accounting firm to audit the Company’s CFS as of June 30, 2018, and for the year then ended. MJF will be performing reviews of the unaudited consolidated quarterly financial statements to be included in the Company’s quarterly reports on Form 10-Q for the year ended June 30, 2019.

 

ITEM 9A.  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 have not been 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.

 

 

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934. Our Chief Executive Officer/Chief Accounting Officer conducted an evaluation of the effectiveness of our ICFR based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”). Based on management’s evaluation under the framework, management has concluded that our ICFR was not effective as of June 30, 2018.

 

We identified material weaknesses in our ICFR primarily attributable to (i) lack of segregation of incompatible duties; and (ii) insufficient Board of Directors representation. These weaknesses are due to our inadequate staffing during the period covered by this report and our lack of working capital to hire additional staff. Management has retained an outside, independent financial consultant to record and review all financial data, as well as prepare our financial reports, in order to mitigate this weakness. Although management will periodically re-evaluate this situation, at this point it considers that the risk associated with such lack of segregation of duties and the potential benefits of adding employees to segregate such duties are not cost justified. We intend to hire additional accounting personnel to assist with financial reporting as soon as our finances will allow.

 

This annual report does not include an attestation report of our registered public accounting firm regarding ICFR. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

 

ITEM 9B.  OTHER INFORMATION

 

None.

 

 

 

PART III

 

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Directors and Executive Officers

 

The members of the Board of Directors (“BOD”) of the Company serve until the next annual meeting of stockholders, or until their successors have been elected.  The officers serve at the pleasure of the BOD.  The following are the directors, executive officers and key employees of the Company.

 

Our management team is headed by experienced Chief Executive Officer Mike Wang, who was elected on March 1, 2017.

 

Mike Wang, age 62, has been working in the health supplements business for about 19 years.  He is the President of America Great Health. And he is also the vice-president of the American Nutrion and Health Association in Los Angeles, California.

 

Code of Ethics

 

The Company has not adopted a code of ethics which applies to the chief executive officer, or principal financial and accounting officer, because of our current low level of operations as a public entity.  The Company intends to adopt a code of ethics in near future.

 

Audit Committee Financial Expert

 

The Company does not have either an Audit Committee or a financial expert on the BOD.   The BOD believes that obtaining the services of an audit committee financial expert is not economically rational at this time in light of the costs  associated  with  identifying and retaining an individual  who  would  qualify  as  an audit committee financial  expert,  the limited scope of our operations and the  relative  simplicity  of our financial statements and accounting procedures.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section   16(a)  of  the  Exchange  Act  requires  the Company's  officers, directors and persons  who  own  more than 10 percent of a registered class of our equity securities to file reports  of  ownership  and  changes in ownership with the SEC.  Officers, directors and ten percent stockholders are required by regulation to furnish the Company with copies of all Section 16(a) forms they file.  During the year ended June 30, 2018, the Company believes that all such persons failed to file the reports required by Section 16(a) of the Exchange Act, including Forms 3, 4 and 5.  Based on representations submitted by such people, the Company does not believe that such individuals purchased or sold any Common Stock of the Company through public exchange during the year ended June 30, 2018.

 

 

 

 

ITEM 11.  EXECUTIVE COMPENSATION

 

Executive Officers and Directors

 

The following tables set forth certain information about compensation paid, earned or accrued for services by (i) the Company’s Chief Executive Officer in the years ended June 30, 2018 and 2017 (“Named Executive Officers”):

 

 

 

Name and

Principal

Position

 

 

 

 

 

Year

 

Salary

($)

   

Bonus

($)

   

Stock

Awards

($)

   

Option

Awards

($)

   

Non-Equity

Incentive

Plan

Compensation

($)

   

Nonqualified

Deferred

Compensation

($)

   

All Other

Compensation

($)

   

Total

($)

 

Mike Wang

Chief Executive/Chief Financial Officer

 

2018

    -       -       -       -       -       -       -       -  
                                                                     

Mike Wang

Chief Executive/Chief Financial Officer *

 

2017

    -       -       -       -       -       -       -       -  
                                                                     

Herric Chan *

 

2017

    5,000       -       -       -       -       -       -       -  
                                                                     

Jay Hooper
Chief Executive/Chief Financial Officer *

 

2016

    -       -       -       -       -       -       -       -  

 

* On February 26, 2017, Mr. Jay Hooper resigned from his position as President, Vice President, Chief Executive Officer and Secretary, as well as a member of the board of directors of the Company. Also on February 26, 2017, the Company appointed Mr. Mike Wang, as interim President, Vice President, Chief Executive Officer and Secretary of the Company. On March 1, 2017, the Company held a special meeting of shareholders electing Mr. Mike Wang as the sole member of the Board. On June 22, 2017, the Board approved the appointment of Herric Chan as the Company's CEO replacing Mike Q. Wang. On October 11, 2017, Herric Chan resigned from his position as CEO due to personal reasons and Mike Wang was reappointed as the Company’s CEO.

 

Employment Contracts

 

We currently do not have any written employment agreements with our executive officers.  

 

Director Compensation

 

Our directors currently serve without compensation.

 

 

 

 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Beneficial Ownership

 

The following table sets forth, as of the date of this Report the outstanding common stock of the Company owned of record or beneficially by each person who owned of record, or was known by the Company to own beneficially, more than 5% of the Company’s 20,236,021,800 shares of common stock issued and outstanding, and the name and shareholdings of each director and all of the executive officers and directors as a group:

 

CERTAIN BENEFICIAL OWNERS

 

 

Name

 

Office

 

Amount and nature of

beneficial owner (1)

 

 

Percent

of class

 

 

 

 

 

 

 

 

 

 

Mike Wang (2)

 

CEO, CFO, Director

 

 

16,155,746,000

 

 

 

80.55

%

 

 

 

 

 

 

 

 

 

 

 

All officer and directors as a group (1 person)

 

N/A

 

 

16,155,746,000

 

 

 

80.60

%

 

(1)

Except as otherwise noted, shares are owned beneficially and of record, and such record shareholder has sole voting, investment and dispositive power.

(2)

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

 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

As of June 30, 2018, $100,525 was due to the Company’s current officer and majority shareholder, Mr. Mike Wang, for paying various expenses for the Company.

 

As of June 30, 2017, $44,092 was due to the Company’s current officer and majority shareholder, Mr. Mike Wang, for paying various expenses for the Company after the change in control.

 

As of June 30, 2017, as result of the change in control, all payable to former President and majority shareholder, Mr. Jay Hooper, were cancelled in exchange for selling one of the Company’s subsidiaries to Mr. Hooper.

 

Through its former subsidiary, Crown Laboratory Inc., the Company leased a warehouse in El Monte, California. The warehouse is owned by Temple CB LLC, (“Temple CB”), a single member limited liability company owned by the Company’s former President and majority shareholder. In October 2016, the Company and Temple CB agreed to terminate the lease effective as of July 1, 2016. The Company ceased using the premises prior to July 1, 2016.

 

The Company currently is using a premises for free, the premises is leased by a company owned by its current majority shareholder.

 

 

 

 

Director Independence

 

Currently, the Company does not have any independent directors. Since the Company’s Common Stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination.

 

Under NASDAQ Listing Rule 5605(a)(2), an "independent director" is a "person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director."

 

We do not currently have a separately designated audit, nominating or compensation committee.  However, we do intend to comply with the independent director and committee composition requirements in the future.

 

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

 

 The following table sets forth the fees paid by the Company for professional services rendered for the audits of the annual financial statements and fees billed for other services rendered by its principal accountants:

 

Type of Services Rendered

 

2018

   

2017

 
                 

Audit Fees

  $ 14,083     $ 33,500  

Audit-Related Fees

  $ -     $ -  

Tax Fees

  $ -     $ -  

All Other Fees

  $ -     $ -  

 

Pre-approval Policies

 

We do not have a standing audit committee currently serving and as a result our BOD performs the duties of an audit committee.  Our BOD evaluates and approves, in advance, the scope and cost of the engagement of an accounting firm before the accounting firm renders audit and non-audit services.  We do not rely on pre-approval policies and procedures.

  

 

 

 

 

 

PART IV

 

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

1.

(a)    Financial Statements.

 

Report of Independent Registered Public Accounting Firm

F-1

 

 

Consolidated Balance Sheets as of June 30, 2018 and 2017

F-3

 

 

Consolidated Statements of Operations for the Years Ended June 30, 2018 and 2017

F-4

 

 

Consolidated Statements of Shareholders’ Deficit for the Years Ended June 30, 2018 and 2017

  F-5

 

 

Consolidated Statements of Cash Flows for the Years Ended June 30, 2018 and 2017

F-6

 

 

Notes to Consolidated Financial Statements

F-7

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Directors and Stockholders

America Great Health
Alhambra, California 

 

We have audited the consolidated balance sheet of America Great Health and Subsidiaries (the “Company”) as of June 30, 2018, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the year ended June 30, 2018. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of America Great Health and its Subsidiaries as of June 30, 2018, and the results of their operations and their cash flows for the year ended June 30, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements were prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses and negative cash flows from operating activities, which have resulted in a negative working capital and a stockholders' deficit. These factors 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 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ MJF & Associates

MJF & Associates

Los Angeles, California

November 8, 2018

 

F-1

 

 

 

To the Board of Directors and Stockholders

America Great Health
Alhambra, California  

 

We have audited the consolidated balance sheets of America Great Health and Subsidiaries (the “Company”) as of June 30, 2017 and 2016, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years ended June 30, 2017 and 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of America Great Health and its Subsidiaries as of June 30, 2017 and 2016, and the results of their operations and their cash flows for the years ended June 30, 2017 and 2016, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses and negative cash flows from operating activities, which have resulted in a negative working capital and a stockholders’ deficit. These factors 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 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ TAAD, LLP

Diamond Bar, California

October 13, 2017

 

 

 

America Great Health and Subsidiaries (fka “ Crown Marketing”)

 

Consolidated Balance Sheets

 
                 
   

June 30,

   

June 30,

 
   

2018

   

2017

 
                 

ASSETS

               

CURRENT ASSETS

               

Cash

  $ 15     $ 3,827  

Other receivable

    100       100  
                 

TOTAL CURRENT ASSETS

    115       3,927  
                 

Long term investment

    12,978       -  
                 

TOTAL ASSETS

  $ 13,093     $ 3,927  
                 

LIABILITIES AND SHAREHOLDERS' DEFICIT

               
                 

CURRENT LIABILITIES

               

Accounts payable and accrued expenses

  $ 20,021     $ 7,902  

Due to related party

    100,525       44,092  
                 

TOTAL CURRENT LIABILITIES

    120,546       51,994  
                 

SHAREHOLDERS' DEFICIT

               

Redeemable, convertible preferred stock, 10,000,000 shares authorized;

Series A voting preferred stock, zero shares issued and outstanding

    -       -  

Common stock, no par value, unlimited shares authorized;

20,236,021,800 shares issued and outstanding

    -       -  

Additional paid-in capital

    3,062,230       3,062,230  

Accumulated deficit

    (3,169,683 )     (3,110,297 )

TOTAL SHAREHOLDERS' DEFICIT

    (107,453 )     (48,067 )

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT

  $ 13,093     $ 3,927  

 

 

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

 

 

 

America Great Health and Subsidiaries (fka “ Crown Marketing”)

 

Consolidated Statements of Operations

 
                 
   

Year Ended June 30,

 
   

2018

   

2017

 
                 
                 

Sales

  $ -     $ -  
                 

Cost of goods sold

    -       -  
                 

Gross profit

    -       -  
                 

Selling, general and administrative expenses

               

Professional fees

    45,028       36,837  

Other

    13,121       11,529  
      58,149       48,366  
                 

Loss from continuing operations before income taxes and other income (expense)

    (58,149 )     (48,366 )
                 

Other income (expenses)

               

Equity in loss of equity method investee

    (437 )     -  
      (437 )     -  
                 

Loss from continuing operations before income taxes

    (58,586 )     (48,366 )
                 

Income tax provision

    800       -  
                 

Loss from continuing operations

    (59,386 )     (48,366 )
                 

DISCONTINUED OPERATIONS:

               

Loss from discontinued operations

    -       (918,666 )
                 

NET LOSS

  $ (59,386 )   $ (967,032 )
                 

BASIC LOSS PER SHARE

               

   FROM CONTINUING OPERATIONS

  $ (0.00 )   $ (0.00 )

   FROM DISCONTINUED OPERATIONS

  $ -     $ (0.00 )
                 

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

               

      BASIC

    20,236,021,800       20,182,268,375  

 

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

 

 

 

America Great Health and Subsidiaries (fka “ Crown Marketing”)

Consolidated Statement of Shareholders' Deficit 

 

 
   

Preferred Stock

   

Common Stock

   

Additional

   

Accumulated

         
   

Shares

   

Amount

   

Shares

   

Amount

   

Paid-in Capital

   

Deficit

   

Total

 
                                                         

Balance, June 30, 2016

    500,000     $ 500,000       20,056,021,800     $ -     $ 550,000     $ (2,143,265

)

  $ (1,093,265

)

                                                         

Gain on termination of deferred lease obligation - related party

    -       -       -       -       636,154       -       636,154  
                                                         

Issuance of common stock upon conversion of preferred stock

    (500,000

)

    (500,000

)

    80,000,000       -       500,000       -       -  
                                                         

Fair value of common stock issued to acquire trademarks

    -       -       100,000,000       -       670,000       -       670,000  
                                                         

Gain on divestiture of subsidiaries

    -       -       -       -       706,076               706,076  
                                                         

Net loss

    -       -       -       -       -       (967,032

)

    (967,032

)

                                                         

Balance, June 30, 2017

    -       -       20,236,021,800       -       3,062,230       (3,110,297

)

    (48,067

)

                                                         

Net loss

    -       -       -       -       -       (59,386

)

    (59,386

)

                                                         

Balance, June 30, 2018

    -     $ -       20,236,021,800     $ -     $ 3,062,230     $ (3,169,683

)

  $ (107,453

)

 

 

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

 

 

 

America Great Health and Subsidiaries (fka “ Crown Marketing”)

 

Consolidated Statements of Cash Flows

 
                 
   

Year Ended June 30,

 
   

2018

   

2017

 
                 

Cash Flows from Operating Activities

               
                 

Net loss

  $ (59,386 )   $ (967,032 )

Loss from discontinued operations

    -       918,666  

Adjustments to reconcile net loss to net cash used in operating activities:

               

Loss on equity method investment

    437       -  

Changes in operating Assets and Liabilities:

               

Other receivable

    -       (100 )

Accounts payable and accrued expenses

    12,119       7,903  

Net cash used in operating activities from continuing operations

    (46,830 )     (40,563 )

Net cash used in operating activities from discontinued operations

    -       (10,612 )
                 

Net cash used in operating activities

    (46,830 )     (51,175 )
                 

Cash Flows from Investing Activities

               
                 

Long-term investment

    (13,415 )     -  
                 

Net cash used in investing activities

    (13,415 )     -  
                 

Cash Flows from Financing Activities

               
                 

Advances from related party

    82,153       44,091  

Repayment to related party

    (25,720 )     -  

Net cash provided by financing activities from discontinued operations

    -       6,242  
                 

Net cash provided by financing activities

    56,433       50,333  
                 

Net increase (decrease) in cash

    (3,812 )     (842 )
                 

Cash beginning of year

    3,827       4,669  

Cash end of year

  $ 15     $ 3,827  
                 

Interest paid

  $ -     $ -  

Taxes paid

  $ 800     $ -  
                 

Non-cash transactions

               

Gain on termination of deferred lease obligation - related party

recorded as a contribution to additional paid-in capital

  $ -     $ 636,154  

Issuance of common stock to acquire trademarks

  $ -     $ 670,000  

Conversion of preferred stock to common stock

  $ -     $ 500,000  

Gain on divestiture of subsidiaries

  $ -     $ 706,076  

 

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

 

 

AMERICA GREAT HEALTH AND SUBSIDIARIES

(FORMERLY KNOWN AS CROWN MARKETING)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 JUNE 30, 2018 AND 2017

 

NOTE 1 – NATURE OF BUSINESS

 

History and Organization

 

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.

 

Through December 31, 2016, the Company’s primary business activity was the sale of various consumer products and accessories.

 

Going Concern 

 

The accompanying consolidated financial statements (“CFS”) were 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 CFS, the Company has incurred recurring net losses. For the year ended June 30, 2018, the Company recorded a net loss of $59,386, and at June 30, 2018, had a shareholders’ deficit of $107,453. These factors create substantial doubt about the Company's ability to continue as a going concern. These 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 12 months ended June 30, 2018 were primarily met by loans and advances from current majority shareholder.  As of June 30, 2018, we had a cash balance of $15.  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 Presentation

 

The accompanying CFS were prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

 

Basis of Consolidation

 

The CFS includes the accounts of the Company and its current wholly owned subsidiary, America Great Health in California. Intercompany transactions and accounts were eliminated in consolidation.

 

 

 

Reclassifications

 

Prior period numbers have been reclassified to conform to the current period presentation.

 

Estimates 

 

The preparation of the financial statements in conformity with US GAAP 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.

 

Revenues

 

The Company’s operations through December 31, 2016 became discontinued (see Note 3). 

 

For the discontinued operations, the Company recognizes revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. Revenue is recognized for hardware product sales upon transfer of title and risk of loss to the customer. We record reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. These estimates are based on contractual return rights, historical sales returns, analysis of credit memo data and other factors known at the time. If actual future returns and pricing adjustments differ from past experience and our estimates, adjustments to revenue reserves may be required.

 

For the year ended June 30, 2018, we had no revenue generating activities.

 

Inventories

 

Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.

 

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 years ended June 30, 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.

 

Stock-Based Compensation

 

The Company periodically grants stock options and warrants to employees and non-employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option and stock warrant grants to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and stock warrant grants to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is determined based upon the measurement date at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option or warrant grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

 

Segment Information

 

Effective January 1, 2017, all operations of the Company became discontinued operations (see Note 3).

 

At December 31, 2016, the Company had one reportable operating segment from the discontinued operations.

 

For the year ended June 30, 2018, the Company had no sales. For the year ended June 30, 2017, no single customer accounted for 10% or more of sales and the Company had no foreign sales.

 

Recent Accounting Pronouncements

 

In May 2014, the FASB issued an accounting standard update (“ASU”) related to revenue from contracts with customers, which, along with amendments issued in 2015 and 2016, will supersede nearly all current U.S. GAAP guidance on this topic and eliminate industry-specific guidance. The underlying principle is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. This accounting standard update, as amended, will be effective for the Company beginning in the first quarter of fiscal 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption (“modified retrospective basis”). Early adoption is permitted, but no earlier than fiscal 2018. The Company expects to adopt this ASU on a modified retrospective basis in the first quarter of fiscal 2019, and it is currently evaluating the impact of this accounting standard update on its CFS.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s CFS.

 

 

 

In October 2016, the FASB issued ASU 2016-16, Income Taxes: Intra-Entity Transfer of Assets Other Than Inventory, which improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. ASU 2016-16 will be effective for fiscal years, and interim periods within those years, beginning the first quarter of 2018. The Company is assessing the impact to its accounting practices and financial reporting procedures as a result of the issuance of this standard.

 

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718)”, Scope of Modification Accounting. The Board is issuing this Update to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The adoption of this standard is not expected to have any material impact on the Company’s CFS.

 

In July 2017, the FASB issued ASU 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 CFS. 

 

NOTE 3 – DISCONTINUED OPERATIONS

 

Through December 31, 2016, the Company’s primary business was the sale of various consumer products and accessories. As of January 1, 2017, the Company ceased operations. On January 19, 2017, a change in control completed as the Company’s former majority shareholder sold his 16,155,746,000 shares to an investor group. In connection with the change in control, the Company sold to its former majority shareholder one of its subsidiary for $100 and another subsidiary for the cancellation of all payables and accrued expenses. As a result, in the year ended June 30, 2017, the Company recorded a gain on divestiture of subsidiaries of $706,076, as the subsidiaries were sold to a related party, the Company recorded the gain as a contribution to Additional Paid-in Capital. After the change in control, the Company’s operations are determined 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.

 

The Company has reclassified its previously issued financial statements to segregate the discontinued operations as of the earliest period reported.

 

 

 

Revenue and expenses of the discontinued operations were as follows:

 

   

Year Ended

June 30,

 
   

2017

 
         

Selling, general and administrative expenses:

       

Rent expense

  $ 27,786  

Selling, general and administrative expenses

    859,683  

Total selling, general and administrative expenses

    887,469  
         

Loss from operations

    (887,469

)

         

Other expenses

       

Interest expense, related party

    (31,197

)

      (31,197

)

         

NET LOSS

  $ (918,666

)

         

BASIC LOSS PER SHARE

   FROM DISCONTINUED OPERATIONS

  $ (0.00

)

         

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

      BASIC

    20,182,268,375  

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

During the year ended June 30, 2018, the Company's current majority shareholder advanced $82,153 to the Company as working capital and the Company repaid $25,720 to the shareholder. As of June 30, 2018 and June 30, 2017, the Company owed its current majority shareholder of $100,525 and $44,092 respectively. The advances are non-interest bearing and are due on demand.

 

Through its former subsidiary, Crown Laboratory Inc., the Company leased a warehouse in El Monte, California. The warehouse is owned by Temple CB LLC, (“Temple CB”), a single member limited liability company owned by the Company’s former President and majority shareholder. In October 2016, the Company and Temple CB agreed to terminate the lease effective as of July 1, 2016. The Company ceased using the premises prior to July 1, 2016.

 

Currently the Company is using a premises for free, the premises is leased by a company owned by its current majority shareholder.

 

NOTE 5 – 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.

 

In October 2016, the holder of the Company’s 500,000 shares of outstanding Series A preferred stock, Temple CB, presented a Notice of Conversion to the Company, which obligated the Company to issue 80,000,000 shares of its common stock to Temple CB in exchange for the 500,000 shares of the preferred stock. The conversion rate was the stated value of $1.00 per share, plus 4% per annum, divided by the closing sales price on the five trading days prior to the date of the notice.

 

There were no preferred shares outstanding as of June 30, 2018 and June 30, 2017.

 

NOTE 6 – SHAREHOLDERS’ DEFICIT

 

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, the change of control had no impact on the Company’s stockholder’s equity. In connection with the change in controlling ownership, the Company sold to its former majority shareholder one of its subsidiary for $100 and another subsidiary in exchange for the cancellation of all payables and accrued expenses. As a result, in the year ended June 30, 2017, the Company recorded a gain on divestiture of subsidiaries of $706,076, as the subsidiaries were sold to a related party, the Company recorded the gain as a contribution to Additional Paid-in Capital.

 

Effective July 1, 2016, the Company agreed to terminate its lease agreement with Temple CB. During the year ended June 30, 2017, relating to the termination of the lease agreement, the Company recorded a gain on the termination of the deferred lease obligation of $636,154. As the deferred lease obligation was to a related party (Temple CB), the Company recorded the gain as a contribution to Additional Paid-in Capital.

 

NOTE 7 – 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 established a JV, Pomeikang Biotechnology (Guangzhou) Co., Ltd. (“Pomeikang”) to promote and develop 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 own 49% and 51% of the Pomeikang, respectively, and AAGH California has the veto right to the majority shareholder’s decision. AAGH California will contribute the initial products supply in equivalent of cash amount of RMB 2.45 million ($380,000) to Pomeikang and Bona will contribute any required operating capitals, 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.

 

The following table summarizes the income statement of Pomeikang.

 

   

From date of equity investment to 6/30/2018

 
         

Sales

  $ 12,063  

Gross profit

    7,946  

Net loss

    (891 )

49% share

    (437 )

 

 

 

The following table provides the summary of balance sheet information for Pomeikang.

 

   

As of June 30, 2018

 
         

Total assets

  $ 23,544  

Net assets

    23,544  

49% ownership

    11,536  

Ending balance of investment account

    12,978  

Difference

    (1,442 )

 

The difference of $1,442 was mainly due to the effect of exchange rate.

 

NOTE 8 – INCOME TAXES

 

Deferred taxes represent the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Temporary differences result primarily from the recording of tax benefits of net operating loss carry forwards.

 

As of June 30, 2018, the Company has an insufficient history to support the likelihood of ultimate realization of the benefit associated with the deferred tax asset. Accordingly, a valuation allowance has been established for the full amount of the net deferred tax asset.

 

The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes for the years ended June 30, 2018 and 2017 as follows:

 

   

Year Ended June 30,

 
   

2018

   

2017

 
                 

Income tax benefit at federal statutory rate

    34

%

    34

%

State tax, net of fed effect

    6

%

    6

%

Change in valuation allowance

    -40

%

    -40

%

      -

%

    -

%

 

The components of deferred taxes consist of the following at June 30, 2018 and 2017:

 

   

June 30, 2018

   

June 30, 2017

 
                 

Net operating loss carryforwards

  $ 1,267,873     $ 1,244,119  

Less: valuation allowance

    (1,267,873

)

    (1,244,119

)

Net deferred tax assets

  $ -     $ -  

 

As of June 30, 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.

 

 

 

(b)    Exhibits.  The following exhibits of the Company are included herein.

 

2.   Agreement and Plan of Reorganization

 

2.1  Agreement and Plan of Reorganization between the Company and Okra Energy, Inc. dated December 2, 2013.(4)

 

3.  Certificate of Incorporation and Bylaws

 

3.1.  Articles of Incorporation (1)*

3.2   Articles of Merger (2)

3.3   Bylaws(1)

3.4   Amended and Restated Articles of Incorporation, as filed June 24, 2016(5)

3.5   Amendment to Articles of Incorporation increasing authorized Series A Preferred, August 20, 2016(5)

 

10.  Material Contracts

 

10.1  Promissory Note to Strategic Global Resources, Ltd. (3)

10.2  Promissory Note to Farrington Pharmaceuticals, LLC (3)

10.3   Lease Agreement between Okra Energy, Inc. and Temple CB, LLC (4)

 

21.  Subsidiaries of the registrant – Okra Energy, a California corporation and Crown Laboratory, Inc. Crown Mobile is a California corporation which is 50% owned by the Company.  No trade names are employed.

31.1. Certification by the Principal Executive Officer and Principal Accounting and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1. Certifications by the Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

* The Company had filed an amendment to its Articles of Incorporation to change the name to “Okra, Inc.’ but this amendment was reversed in an additional amendment filed with the Secretary of State. The name of the Company continues to be “Crown Marketing.”

 

All other Exhibits called for by Rule 601 of Regulation S-K are not applicable to this filing.

 


(1)                 Filed with original registration statement.

(2)                 Filed with amendment no. 1.

(3)                 Filed with the Annual Report on Form 10-K for the year ended June 30, 2013.

(4)                 Filed with Current Report on Form 8-K dated December 2, 2013.

(5)                 Filed with the Annual Report on Form 10-K for the year ended June 30, 2016.

 

 

 

 

SIGNATURES

 

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

 

AMERICA GREAT HEALTH

 

 

 

Date:  November 30, 2018

 

/s/ Mike Wang

 

 

 

Mike Wang, Chief Executive Officer,

Chief Financial Officer, Secretary and Director

 

 

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

 

Date:  November 30, 2018

 

/s/ Mike Wang

 

 

 

Mike Wang, Chief Executive Officer,

Chief Financial Officer, Secretary and Director

 

 

 

 

 

21
 

 

 

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