AAGH 10-Q
America Great Health (AAGH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| ( (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | 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 Exchange Act). Yes ☐
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 February 21, 2023 was
AMERICA GREAT HEALTH AND SUBSIDIARIES
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION |
3 |
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ITEM 1 |
3 |
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ITEM 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
23 |
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ITEM 3 |
26 |
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ITEM 4 |
27 |
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PART II – OTHER INFORMATION |
28 |
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ITEM 1 |
28 |
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ITEM 1A |
28 |
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ITEM 2 |
28 |
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ITEM 3 |
28 |
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ITEM 4 |
28 |
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ITEM 5 |
28 |
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ITEM 6 |
28 |
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PART I – FINANCIAL INFORMATION
This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.
Item 1. Financial Statements
America Great Health and Subsidiaries
Condensed Consolidated Balance Sheets
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December 31, |
June 30, |
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2022 |
2022 |
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(Unaudited) |
(Audited) |
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ASSETS |
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CURRENT ASSETS |
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Cash |
$ | $ | ||||||
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Account receivable, net |
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Inventory |
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Advance to supplier |
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TOTAL CURRENT ASSETS |
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Right-of-use asset |
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Due from the related parties |
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Deposit |
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Property and equipment, net |
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TOTAL ASSETS |
$ | $ | ||||||
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LIABILITIES AND SHAREHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable |
$ | $ | ||||||
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Tax payable |
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Short term loan |
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Other payable |
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Due to related party |
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Deferred income |
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Lease liability - current |
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TOTAL CURRENT LIABILITIES |
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Lease liability - non current |
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Accrued liability |
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Long term loan |
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TOTAL LIABILITIES |
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Commitments and Contingencies |
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SHAREHOLDERS' DEFICIT |
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| Redeemable, convertible preferred stock, Series A voting preferred stock, |
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| Common stock, no par value, unlimited shares authorized; |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
( |
) | ( |
) | ||||
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TOTAL AMERICA GREAT HEALTH SHAREHOLDERS' DEFICIT |
( |
) | ( |
) | ||||
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Non-controlling interest |
( |
) | ( |
) | ||||
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TOTAL SHAREHOLDERS' DEFICIT |
( |
) | ( |
) | ||||
|
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT |
$ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
America Great Health and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income
|
Three Months Ended December 31, |
Six Months Ended December 31, |
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2022 |
2021 |
2022 |
2021 |
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(Unaudited) |
(Unaudited) |
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Sales |
$ | $ | $ | $ | ||||||||||||
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Cost of goods sold |
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Gross profit |
( |
) | ( |
) | ||||||||||||
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Selling, general and administrative expenses |
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Selling expense |
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General and administrative expense |
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Loss from operations |
( |
) | ( |
) | ( |
) | ( |
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Other income (expenses) |
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Interest expense |
( |
) | ( |
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) | ( |
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Other income |
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| ( |
) | ( |
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Loss before income taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
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Income tax provision |
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NET LOSS |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
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Less: net loss attributable to non-controlling interest |
( |
) | ( |
) | ||||||||||||
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NET LOSS ATTRIBUTABLE TO AMERICA GREAT HEALTH |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
|
Foreign currency transaction |
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COMPREHENSIVE LOSS ATTRIBUTABLE TO AMERICA GREAT HEALTH |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
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BASIC AND DILUTED LOSS PER SHARE |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
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WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING |
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BASIC AND DILUTED |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
America Great Health and Subsidiaries
Condensed Consolidated Statement of Shareholders' Deficit
For the three and six months ended December 31, 2022 and 2021
(Unaudited)
|
Preferred Stock |
Common Stock |
Additional Paid-in |
Accumulated |
Non-controlling |
Other Comprehensive |
Total Shareholder’s |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Interest |
Income |
Deficit |
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Balance, June 30, 2021 |
- | $ | - | $ | - | $ | $ | ( |
) | $ | - | $ | - | $ | ( |
) | ||||||||||||||||||||
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Imputed interest |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
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Net loss |
- | - | - | - | - | ( |
) | - | - | ( |
) | |||||||||||||||||||||||||
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Balance, September 30, 2021 (Unaudited) |
- | $ | - | $ | - | $ | $ | ( |
) | $ | - | $ | - | $ | ( |
) | ||||||||||||||||||||
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Issuance of common stock for debt |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
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Imputed interest |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
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Net loss |
- | - | - | - | - | ( |
) | - | - | ( |
) | |||||||||||||||||||||||||
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Balance, December 31, 2021 (Unaudited) |
- | $ | - | $ | - | $ | $ | ( |
) | $ | - | $ | - | $ | ( |
) | ||||||||||||||||||||
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Balance, June 30, 2022 |
- | $ | - | $ | - | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||||||
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Imputed interest |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
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Original issue discount on debt |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
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Gain/loss on exchange rate |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
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Net loss |
- | - | - | - | - | ( |
) | ( |
) | - | ( |
) | ||||||||||||||||||||||||
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Balance, September 30, 2022 (Unaudited) |
- | $ | - | $ | - | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||||||
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Imputed interest |
- | - | - | - | - | |||||||||||||||||||||||||||||||
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Gain/loss on exchange rate |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
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Net loss |
- | - | - | - | - | ( |
) | ( |
) | - | ( |
) | ||||||||||||||||||||||||
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Balance, December 31, 2022 (Unaudited) |
- | $ | - | $ | - | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
America Great Health and Subsidiaries
Condensed Consolidated Statements of Cash Flows
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Six Months Ended December 31, |
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2022 |
2021 |
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(Unaudited) |
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Cash Flows from Operating Activities |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation |
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Original issue discount on debt |
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Imputed interest |
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Changes in operating Assets and Liabilities: |
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Accounts receivable |
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Prepaid investment |
( |
) | ||||||
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Other receivable |
( |
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Other long term asset |
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Inventory |
( |
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Accounts payable |
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Customer advances |
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Other liabilities |
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Other payable |
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Tax payable |
( |
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Net cash used in operating activities |
( |
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Cash Flows from Investing Activities |
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Purchase of property and equipment |
( |
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Net cash provided by investing activities |
( |
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Cash Flows from Financing Activities |
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Short term loan |
( |
) | ||||||
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Long term loan |
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Advances from related party |
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Repayment to related party |
( |
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Net cash provided by financing activities |
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Effect of exchange rate changes on cash |
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Net increase in cash |
( |
) | ( |
) | ||||
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Cash beginning of period |
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Cash end of period |
$ | $ | ||||||
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Interest paid |
$ | $ | ||||||
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Taxes paid |
$ | $ | ||||||
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Non-cash transactions |
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Shares issued for equity investment |
$ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
AMERICA GREAT HEALTH AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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
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.
On June 24, 2019, the Company registered a wholly owned subsidiary in China, US-China Mega Beauty Health Industry Development Co., LTD. The subsidiary is mainly engaged in merger and acquisition, investment and financing, and marketing of medical equipment and health products in China.
On June 30, 2020, the Company and Purecell Group (“Purecell”), a leading anti-aging medical institution in Australia, entered into a Cooperation Agreement, in which the Company agreed to acquire
On December 7, 2020, the Company’s wholly-owned Californian subsidiary, America Great Health, entered into a Cooperation Agreement with Brilliant Healthcare Limited (“Brilliant”) pursuant to which the parties will establish a joint venture in China (the “JV Company”) for the purpose of promoting and developing stem cell related product’s R&D, production, sales, raw material procurement, mergers and acquisitions, and consulting services. After the formation of the JV company is completed, the Company shall invest US$
On May 18, 2021, the Company and David Tsai (“Dr. Tsai”), a pioneer in anti-cancer peptide research and invention in the United States, entered into a Cooperation Agreement, in which Dr. Tsai shall provide to the Company theories, technologies, methods, sources of raw materials, processing and production techniques, quality standards, quality control methods and other information and details related to his anti-cancer protein peptides, oral insulin and activation technology. Dr. Tsai shall also be responsible for the whole process of technology and product production, application and implementation, as well as professional technical support, consultation and cooperation in the process of product verification, publicity, promotion and sales. Currently, several patents are in the application process, and several products are in the process of getting ready for production.
On September 3, 2021, the Company entered into an Assets Acquisition Agreement with Wang’s Property Investment & Management LLC to purchase
On November 4, 2021, the Company set up a
On November 11, 2021, America Great Health (the “Company”) entered into an Advisory Committee Member Consulting Agreement with Dr. Kevin Buckman MD (“Consultant”). Pursuant to the Agreement, Consultant is to provide advisory services, as a member to the Advisory Committee to the Board of Directors of the Company, including without limitation, assisting GOF Biotechnologies Inc. in its new drug approval process for oral insulin and Amylase X. Consultant shall be compensated with a warrant to purchase
On November 15, 2021, the Company set up a
On February 4, 2021, the Company set up a
On November 25,2022, the Company signed a supplementary agreement with Men Hwei, Tsai who is an unrelated party.
On November 26, 2022, the Company signed a supplementary agreement with Men Hwei, Tsai who is an unrelated party and transferred pending anti-dementia patent to Men Hwei, Tsai for $
Going Concern
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company has incurred recurring net losses. For the six months ended December 31, 2022, the Company recorded a net loss of $
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 six months ended December 31, 2022 were primarily met by loans and advances from current majority shareholder. As of December 31, 2022, we had a cash balance of $
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”).
The accompanying unaudited condensed consolidated financial statements of America Great Health, formerly Crown Marketing and Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended December 31, 2022 are not necessarily indicative of the results that may be expected for the year ending June 30, 2023.
Basis of Consolidation
The Condensed Consolidated Financial Statements includes the accounts of the Company and its current wholly owned subsidiaries, America Great Health in California (
The following table depicts the identity of the Company’s subsidiaries:
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Name of Subsidiary |
Place of |
Attributable |
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America Great Health in California |
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GOF Biotechnologies in California |
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International Institute of Great Health in California |
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Nutrature Health LLC in California |
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Sijinsai in China |
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US-China Mega Beauty Health Industry Development Co., LTD |
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|
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, debt and equity investment. Actual results could differ from those estimates.
Foreign Currency Translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.
In accordance with ASC 830, “Translation of Financial Statements” the subsidiary’s assets and liabilities booked and recorded at the non-US local functional currency are generally translated into USD for consolidation purposes, using the exchange rate on the balance sheet date, and revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of foreign subsidiary’s financial statements are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.
The Company’s reporting currency is the United States Dollar (“USD”). The Company’s wholly owned subsidiary of US-China Mega Beauty Health Industry Development Co., LTD. maintains its books and records in its local currency. The Chinese Yuan (“RMB”), which is the functional currency as being the primary currency of the economic environment in which the subsidiary operates.
Below is a table with foreign exchange rates used for translation:
|
December 31, |
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Average Quarterly (average rate) |
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|
Chinese Renminbi (RMB) |
RMB | |||
|
United States dollar ($) |
$ | |||
|
December 31, |
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Quarter Ended (Closing rate) |
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|
Chinese Renminbi (RMB) |
RMB | |||
|
United States dollar ($) |
$ | |||
Cash
The Company considers all highly liquid debt instruments purchased with maturity periods of three months or less to be cash equivalents. The carrying amounts reported in the accompanying balance sheet for cash and cash equivalents approximate their fair value. The Company’s bank account in the United States is protected by FDIC insurance.
The Company’s bank account in the United States is protected by FDIC insurance. As of December 31, 2022 and June 30, 2022, the Company’s bank account in the United States had $
Revenues
Revenue from sale of goods under Topic 606, Revenue from Contracts with Customers, is recognized in a manner that reasonably reflects the delivery of the Company’s products and services to customers in return for expected consideration and includes the following elements:
|
● |
executed contract(s) with customers that the Company believes is legally enforceable; |
|
● |
identification of performance obligation in the respective contract; |
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● |
determination of the transaction price for each performance obligation in the respective contract; |
|
● |
allocation of the transaction price to each performance obligation; and |
|
● |
recognition of revenue only when the Company satisfies each performance obligation. |
The Company sells health related products through wholesale and retailers. Substantially all of the Company’s revenue is derived from product sales. The Company considers purchase orders to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The Company recognizes revenue for the transfer of promised goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods. The Company does not have any contract assets since the Company has an unconditional right to consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event. Generally, payment is due from customers within 40 to 60 days of the invoice date, and the contracts do not have significant financing components nor variable consideration. Returns and allowances are not a significant aspect of the revenue recognition process as historically they have been immaterial. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience; complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made. Historically, sales returns have not significantly impacted the Company’s revenue.
Product Revenue
A majority of the Company’s sales are for products sold at a point in time and shipped to customers, for which control is transferred to the customer as goods are delivered to the third-party carrier for shipment. The Company receives payment for the sale of products at the time customers place orders and payment is required prior to shipment. The Company does not recognize assets associated with costs to obtain or fulfill a contract with a customer.
Shipping and handling activities are performed upon delivery to the third-party carrier for shipment. The Company accounts for these activities as fulfillment costs. Therefore, the Company recognizes the costs of these activities when revenue for the goods is recognized. Shipping and handling costs are included in cost of sales for all periods presented.
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. For the six months ended December 31, 2022 and 2021, the Company has not made provision for inventory in regards to slow moving or obsolete items. As of December 31, 2022 and June 30, 2022, inventories amounted to $
Equity Method Investments
We apply the equity method of accounting to investments when we have significant influence, but not controlling interest in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “equity investment” in our Consolidated Statements of Operations. The carrying value of our equity method investments is reported in equity investment in the Consolidated Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company’s share of the investee’s income or loss is recorded on a one quarter lag for all equity method investments. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the Consolidated Statements of Cash Flows. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. The Company recorded no other-than-temporary impairment charges related to its equity method investments during the six months ended December 31, 2022 and 2021.
Fair Value Measurements
Fair value measurements are determined using authoritative guidance issued by the FASB, with the exception of the application of the guidance to non-recurring, non-financial assets and liabilities as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.
Level 3—Unobservable inputs based on the Company’s assumptions.
The Company is required to use observable market data if available without undue cost and effort.
The Company’s financial instruments include cash and accounts payable. Management has estimated that the carrying amounts approximate their fair value due to the short-term nature.
Loss per Share
Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the six months ended December 31, 2022 and 2021, 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 did not recorded a valuation allowance against its deferred tax assets as of December 31, 2022, and June 30, 2022.
The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires an entity to utilize a new impairment model known as the current expected credit loss (CECL) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial assets and certain other instruments, including but not limited to available-for-sale debt securities. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. ASU 2016-13 requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022 for all entities except SEC reporting companies that are not smaller reporting companies. ASU 2016-13 will be effective for the Company beginning January 1, 2023. The Company believes that the adoption of ASU 2016-13 will impact account receivable, inventory, due from the related parties and property and equipment on its financial statements.
In July 2017, the FASB issued Accounting Standards Update 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II)”, which is the replacement of the Indefinite Deferral for Mandatory Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatory Redeemable Non-controlling 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.
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its consolidated financial statements.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or is not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
NOTE 3 – DEPOSITS
As of December 31, 2022 and June 30, 2022, deposits amounted to $
NOTE 4 – INVENTORY
As of December 31, 2022 and June 30, 2022, inventory consisted of the following:
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December 31, |
June 30, |
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|
Raw materials |
$ | $ | ||||||
|
Finished goods |
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|
Total Inventory |
$ | $ | ||||||
NOTE 5 – RELATED PARTY TRANSACTIONS
During the six months ended December 31, 2022, the Company's current majority shareholder advanced $
NOTE 6 – SHORT TERM LOAN
As of December 31, 2022 and June 30, 2022, short term loan amounted to $
NOTE 7 – LONG TERM LOAN
As of December 31, 2022 and June 30, 2022, long term loan amounted to $
|
As of December 31, 2022, long term loan consisted of the following: |
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Principal |
Interest |
Balance |
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| Received long term loan on |
$ | $ | $ | |||||||||
| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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| Received long term loan on |
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Total |
$ | $ | $ | |||||||||
On May 5, 2021, the Company issued
On May 31, 2021, the Company agreed
On June 18, 2021, the Company issued an aggregate of
On June 18, 2021, the Company issued
On October 28, 2021, the Company issued
On October 28, 2021, the Company issued
On October 28, 2021, the Company issued
On November 22, 2021, the Company issued
On November 22, 2021, the Company issued
On November 22, 2021, the Company issued
On November 22, 2021, the Company issued
On November 22, 2021, the Company issued
On November 29, 2021, the Company issued
On February 2, 2022, the Company issued
On February 2, 2022, the Company issued
On February 2, 2022, the Company issued
On September 9, 2022, the Company signed a loan agreement of $
On October 13, 2022, the Company signed a loan agreement of $
NOTE 8 – 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
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
There were no preferred shares outstanding as of December 31, 2022 and June 30, 2022.
NOTE 9 – SHAREHOLDERS’ DEFICIT
At December 31, 2022 and June 30, 2022, the Company had
1) Shares issued for equity investment
On April 6, 2021, the Company issued
Equity Investment in Purecell Group:
On June 30, 2020, the Company and Purecell Group (“Purecell”), a leading anti-aging medical institution in Australia, entered into a Cooperation Agreement, in which the Company agreed to acquire
On May 11, 2021, Aussie Produce PTY LTD (“AP”) signed agreement with Purecell to invest $
On March 31, 2022, the Company issued
2) Shares issued for stock compensation
On January 22, 2021, the Company issued an aggregate of
The issuance of these shares was recorded at fair market value of $
On March 10, 2021, the Company issued an aggregate of
On April 6, 2021, the Company issued
On April 7, 2021, the Company issued an aggregate of
On May 5, 2021, the Company issued an aggregate of
On May 18, 2021, the Company issued an aggregate of
On May 18, 2021, the Company and David Tsai (“Dr. Tsai”), a pioneer in anti-cancer peptide research and invention in the United States, entered into a Cooperation Agreement, in which Dr. Tsai shall provide to the Company of relevant theories, technologies, methods, sources of raw materials, processing and production techniques, quality standards, quality control methods and other information and details related to his anti-cancer protein peptides, oral insulin and activation technology; Dr. Tsai shall also be responsible for the whole process of technology and product production, application and implementation, as well as professional technical support, consultation and cooperation in the process of product verification, publicity, promotion and sales. As consideration, the Company agreed to grant
On May 26, 2021, the Company issued an aggregate of
On June 18, 2021, the Company issued an aggregate of
On February 2, 2022, the Company issued an aggregate of
The issuance of these shares is recorded at fair market value of $
On April 1, 2022, the Company issued an aggregate of
The issuance of these shares is recorded at fair market value of $
On April 12, 2022, the Company issued an aggregate of
The issuance of these shares is recorded at fair market value of $
On April 20, 2022, the Company issued an aggregate of
The issuance of these shares is recorded at fair market value of $
On May 25, 2022, the Company issued an aggregate of
The issuance of these shares is recorded at fair market value of $
3) Shares issued for short term loan as original issue discount
On March 18, 2022, the Company issued
On April 12, 2022, the Company issued
On September 9, 2022, the Company agreed
4) Shares issued for loan as collateral
On May 5, 2021, the Company issued
On May 31, 2021, the Company agreed
On June 18, 2021, the Company issued an aggregate of
On June 18, 2021, the Company issued
On October 28, 2021, the Company issued
On October 28, 2021, the Company issued
On October 28, 2021, the Company issued
On November 22, 2021, the Company issued
On November 22, 2021, the Company issued
On November 22, 2021, the Company issued
On November 22, 2021, the Company issued
On November 22, 2021, the Company issued
On November 29, 2021, the Company issued
On February 2, 2022, the Company issued
On February 2, 2022, the Company issued
On February 2, 2022, the Company issued
5) Shares issued in exchange for payable balance
On January 28, 2022, the Company signed a company stock and payment exchange agreement with a supplier. The Company offers to pay the supplier the $
On January 28, 2022, the Company signed a company stock and payment exchange agreement with a supplier. The Company offers to pay the supplier the $
NOTE 10 – EQUITY INVESTMENT
On June 30, 2020, the Company and Purecell Group (“Purecell”), a leading anti-aging medical institution in Australia, entered into a Cooperation Agreement, in which the Company agreed to acquire
On May 11, 2021, Aussie Produce PTY LTD (“AP”) signed agreement with Purecell to invest $
The following table summarizes the income statement of Purecell.
|
From 07/01/2022 to |
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|
12/31/2022 |
||||
|
(Unaudited) |
||||
|
Sales |
$ | |||
|
Gross profit |
||||
|
Net loss |
( |
) |
||
| |
( |
) |
||
The following table provides the summary of equity investment in Purecell.
|
As of December 31, |
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|
2022 |
||||
|
(Unaudited) |
||||
|
Total assets |
$ | |||
|
Net assets |
||||
| |
||||
|
Beginning balance of investment |
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|
Loss on equity investment |
( |
) |
||
|
Ending balance of investment |
||||
NOTE 11 – INCOME TAXES
As of December 31, 2022, the Company had federal and California income tax net operating loss carryforwards of approximately $
Uncertain Tax Positions
Interest associated with unrecognized tax benefits are classified as income tax, and penalties are classified in selling, general and administrative expenses in the statements of operations. For the six months ended December 31, 2022 and 2021, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions.
NOTE 12 – LEASE
The Company has entered into a operating leases agreement with GKT, Alhambra, LP. The lease term of the office space is from December 1, 2020 to November 30, 2023. The current monthly rent including monthly management fee is $
The Company has entered an operating lease agreement with SoCal Industrial LLC, Irwindale. The lease term of the office space is from June 15, 2021 to May 31, 2023. The current monthly rent including monthly management fee is $
Operating lease right-of-use assets and liabilities commencing after December 1, 2020 are recognized at commencement date based on the present value of lease payments over the lease term. For the three months ended December 31, 2022 and 2021, the Company recognized approximately $
Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments.
Information related to the Company’s operating ROU assets and related lease liabilities are as follows:
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Six months ended |
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|
December 31, 2022 |
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|
Cash paid for operating lease liabilities |
$ | |||
|
Weighted-average remaining lease term |
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|
Weighted-average discount rate |
% |
|||
|
Minimum future lease payments |
$ | |||
The following table presents the amortization of the Company’s lease liabilities under ASC 842 for each of the following years ending December 31:
|
2023 |
$ | |||
|
2024 |
||||
|
2025 |
||||
|
2026 |
||||
|
Total minimum payments |
||||
|
Less: imputed interest |
( |
) |
||
|
Total lease liability |
||||
|
Less: short-term lease liability |
( |
) |
||
|
Long-term lease liability |
$ |
NOTE 13 – CONCENTRATION
Major vendors
For the three months ended December 31, 2022, no vendor accounted for 10% or more of the Company’s purchases.
For the six months ended December 31, 2022, three vendors accounted for 10% or more of the Company’s purchases and its outstanding accounts payable balances as at quarter-end dates, are presented as follows:
|
For the Six months Ended |
As of |
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|
Supplier |
Purchases |
Percentage of |
Account |
|||||||||
|
Supplier A |
$ |
% |
$ | |||||||||
|
Supplier B |
% |
$ | ||||||||||
|
Supplier C |
% |
$ | ||||||||||
NOTE 14 – SUBSEQUENT EVENTS
On January 11, 2023, the Company signed a loan agreement of $
On January 12, 2023, the Company’s wholly-owned subsidiary US-China Mega Beauty Health Industry Development Co., LTD signed a cooperation agreement with unrelated parties. The total investment of the project is $
On January 13, 2023, the Company signed a loan cancellation agreement and canceled the agreement signed on September 9, 2022 with Fan Gu who is an unrelated party. On January 13, 2023, the Company paid Fan Gu total principal and interest of $
On January 19, 2023, the Company signed a loan agreement of $
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statement Notice
Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Crown Marketing, (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
Overview of Business
Our mission is to invest in innovative technologies intergrated with business development in the healthcare ecosystem.
We are focused on protein and peptide small molecular drugs research and development, diagnostic and medical devices with AI cloud computing, cell therapy and regenerational medicine and supplements manufacturing and sales.
On September 3, 2021, the Company entered into an Assets Acquisition Agreement with Wang’s Property Investment & Management LLC to purchase 53 units in 19 real estate properties appraised at $7,626, 286.37 for a purchase price of $7,000,000, The purchase price shall be paid as follows: (i) $1,000,000 on execution of the Agreement, (ii) $2,000,000 within 60 days thereof and (iii) the remainder by April 10, 2022. The Agreement is subject to customary closing conditions, including, satisfactory due diligence. On September 9, 2021, the Company entered into a Supplemental Assets Acquisition Agreement with Wang’s Property Investment & Management LLC to amend and clarify that (i) it was purchasing 19 real estate properties which includes 53 units appraised at $7,626,286.37 for a purchase price of $7,000,000 and (ii) that it will waive and not conduct due diligence in order for the transaction to proceed. The acquisition has not been consummated. With the asset acquisition from Wang’s Property Investment & Management LLC, the Company will diversify its business into property investment and management. By the end of May 2022, the Company ceased the acquisition of Wang’s Property Investment & Management LLC.
Results of Operations
Results of Operations for the three and six months ended December 31, 2022 compared to the three and six months ended December 31, 2021.
Sales amounted $38,230 and $155,680 for the three months ended December 31, 2022 and 2021, respectively. Sales amounted $90,168 and $155,680 for the six months ended December 31, 2022 and 2021, respectively.
Cost of goods sold amounted $7,998 and $1,551,007 for the three months ended December 31, 2022 and 2021, respectively. Cost of goods sold amounted $35,498 and $1,551,007 for the six months ended December 31, 2022 and 2021, respectively.
Gross profit amounted $30,232 and $(1,395,327) for the three months ended December 31, 2022 and 2021, respectively. Gross profit amounted $54,670 and $(1,395,327) for the six months ended December 31, 2022 and 2021, respectively.
Operating expenses incurred for the three months ended December 31, 2022 and 2021 was $125,339 and $358,113, respectively. Operating expenses incurred for the six months ended December 31, 2022 and 2021 was $277,998 and $656,179, respectively. The decrease was mainly due to decreased payroll expenses and professional expenses.
Our net loss for the three months ended December 31, 2022 and 2021 was $128,121 and $1,801,058, respectively. Our net loss for the six months ended December 31, 2022 and 2021 was $320,875 and $2,132,330, respectively. The decrease in net loss was mainly due to increase in sales and decrease in cost of goods sold, payroll expenses and professional expenses.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has incurred recurring net losses. For the six months ended December 31, 2022, the Company recorded a net loss of $320,875, used cash to fund operating activities of $215,638 and at December 31, 2022, had a shareholders’ deficit of $4,160,544. For the six months ended December 31, 2021, the Company recorded a net loss of $2,132,330, used cash to fund operating activities of $611,810 and at June 30, 2022, had a shareholders’ deficit of $3,860,481. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The Company is raising the additional capital to achieve profitable operations.
Our cash needs for the six months ended December 31, 2022 were primarily met by loans and advances from current majority shareholder. As of December 31, 2022, we had a cash balance of $51,197. 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 six months ended December 31, 2022 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern.
Liquidity and Capital Resources for the six months ended December 31, 2022 compared to the six months ended December 31, 2021
|
For the Six months Ended December 31 |
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|
2022 |
2021 |
|||||||
|
(Unaudited) |
(Unaudited) |
|||||||
|
Summary of Cash Flows: |
||||||||
|
Net cash used in operating activities |
$ | (215,638 |
) |
$ | (611,810 |
) |
||
|
Net cash used in investing activities |
(44,420 |
) |
(16,852 |
) |
||||
|
Net cash provided by financing activities |
248,206 | 438,790 | ||||||
|
Effect of exchange rate change on cash |
406 | - | ||||||
|
Net increase (decrease) in cash |
(11,446 |
) |
(189,872 |
) |
||||
|
Cash beginning of period |
62,643 | 396,136 | ||||||
|
Cash end of period |
$ | 51,197 | $ | 206,264 | ||||
Operating Activities
Net cash used in operating activities was $215,638 for the six months ended December 31, 2022, a decrease of $396,172 compared to cash used in operating activities of $611,810 for the six months ended December 31, 2021. The decrease in net cash used in operating activities was mainly due to a decrease in net loss, prepaid investment, inventory, other receivables, other payable, other liabilities and customer advances, offset by an increase in account payable for the six months ended December 31, 2022 compared to the same period in 2021.
Investing Activities
Net cash used in investing activities $44,420 and $16,852 the six months ended December 31, 2022 and 2021, respectively for purchases of equipment in connection with our business activities.
Financing Activities
Net cash provided by financing activities was $248,206 for the six months ended December 31, 2022, compared to $438,790 net cash provided by financing activities for the six months ended December 31, 2021. The decrease in net cash provided by financing activities for the six months ended December 31, 2022 was primarily attributable to a decrease in amount short term loan and long term loan.
Financial Position
As of December 31, 2022, we had $51,197 in cash, negative working capital of $2,640,508 and an accumulated deficit of $4,160,544. As of June 30, 2022, we had $62,643 in cash, negative working capital of $2,560,837 and an accumulated deficit of $3,860,481.
Critical Accounting Policies and Estimates
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.
Revenues
Revenue from sale of goods under Topic 606, Revenue from Contracts with Customers, is recognized in a manner that reasonably reflects the delivery of the Company’s products and services to customers in return for expected consideration and includes the following elements:
|
● |
executed contract(s) with customers that the Company believes is legally enforceable; |
|
● |
identification of performance obligation in the respective contract; |
|
● |
determination of the transaction price for each performance obligation in the respective contract; |
|
● |
allocation of the transaction price to each performance obligation; and |
|
● |
recognition of revenue only when the Company satisfies each performance obligation. |
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. For the six months ended December 31, 2022 and 2021, the Company has not made provision for inventory in regards to slow moving or obsolete items. As of December 31, 2022 and June 30, 2022, inventories amounted to $113,949 and $116,060, respectively.
Fair Value Measurements
Fair value measurements are determined using authoritative guidance issued by the FASB, with the exception of the application of the guidance to non-recurring, non-financial assets and liabilities as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.
Level 3—Unobservable inputs based on the Company’s assumptions.
The Company is required to use observable market data if available without undue cost and effort.
The Company’s financial instruments include cash and accounts payable. Management has estimated that the carrying amounts approximate their fair value due to the short-term nature.
Loss per Share
Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the six months ended December 31, 2022 and 2021, 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 December 31, 2022 and June 30, 2022.
The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.
Recent Accounting Pronouncements
See Footnote 2 of the financial statements for a discussion of recently issued accounting standards.
Contractual Obligations and Off-Balance Sheet Arrangements
We do not have any contractual obligations or off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2022. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are not designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) a lack of accounting staff and resources with appropriate knowledge of generally accepted accounting principles in the United States (“U.S. GAAP”) and SEC reporting and compliance requirements; (3) a lack of independent directors and (4) a lack of an effective review process by the accounting manager and management.
Management believes that the material weaknesses set forth in above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors’ results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting during the period ended December 31, 2022 that have materially affected or are reasonably likely to materially affect our internal controls.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
We are not a party to or otherwise involved in any legal proceedings.
In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.
Item 1A. Risk Factors.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
There have been no events which are required to be reported under this Item.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits and Financial Statement Schedules
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31.1 |
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32.1 |
Certification pursuant to 18 U.S.C. Section 1350 of CEO and CFO. Filed herewith. |
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101.INS* |
Inline XBRL Instance Document |
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101.SCH* |
Inline XBRL Taxonomy Extension Schema Document |
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101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Definition |
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101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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AMERICA GREAT HEALTH |
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Dated: February 21, 2023 |
By: /s/ Quinn Chen |
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Quinn Chen |
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Chief Financial Officer |
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