Attached files
| file | filename |
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| EX-32.1 - EXHIBIT 32.1 - America Great Health | ex_235352.htm |
| EX-31.1 - EXHIBIT 31.1 - America Great Health | ex_235351.htm |
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, 2019
☐ 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)
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Wyoming (State or other jurisdiction of incorporation or organization) |
98-0178621 (I.R.S. Employer Identification No.) |
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1609 W Valley Blvd Unit 338A, Alhambra, CA (Address of principal executive offices) |
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:
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Large accelerated filer ☐ |
Accelerated filer ☐ |
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Non-accelerated filer ☐ |
Smaller Reporting Company ☒ |
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Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate 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 January 31, 2021 was 20,236,021,836.
FORM 10-K
For the Year Ended June 30, 2019
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PART I |
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Item 1. |
5 |
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Item 1A. |
7 |
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Item 1B. |
7 |
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Item 2. |
7 |
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Item 3. |
7 |
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Item 4. |
7 |
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PART II |
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Item 5. |
8 |
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Item 6. |
9 |
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Item 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
10 |
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Item 7A. |
13 |
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Item 8. |
13 |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
13 |
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Item 9A. |
13 |
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Item 9B. |
14 |
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PART III |
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Item 10. |
15 |
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Item 11. |
15 |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
16 |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
16 |
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Item 14. |
17 |
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PART IV |
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Item 15. |
18 |
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20 |
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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
Historical Development
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.
On June 24, 2019, the Company registered a wholly owned subsidiary in China, Meizhong 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.
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.
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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. |
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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. |
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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.
At December 31, 2018, the Company decided to no longer participate in Pomeikang’s operations. On April 1, 2019, AAGH California transferred its 49% ownership to Bona for $1.
On May 21, 2018, the Company, entered into an Exclusive Oversea Distribution Agreement (the “Agreement”) with Foshan Wanshunbao Technology Co., Ltd. (“Wanshunbao”), a mainland China based company. According to the Agreement, Wanshunbao wishes to promote and develop 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 only has one executive and financial officer 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.
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.
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 premise is leased by a company owned by its current majority shareholder.
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 30,2019. The last sale price of our common stock on November 3, 2020 was $0.0147 per share.
The following table sets forth the high and low transaction price for each quarter within the fiscal years ended June 30, 2019 and 2018, 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.
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Fiscal Year Ended |
Bid Prices |
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June 30, |
Period |
High |
Low |
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2019 |
First Quarter |
$ | 0.0150 | $ | 0.0090 | ||||
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Second Quarter |
$ | 0.0230 | $ | 0.0090 | |||||
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Third Quarter |
$ | 0.0230 | $ | 0.0098 | |||||
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Fourth Quarter |
$ | 0.0200 | $ | 0.0090 | |||||
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2018 |
First Quarter |
$ | 0.0080 | $ | 0.0050 | ||||
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Second Quarter |
$ | 0.0050 | $ | 0.0020 | |||||
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Third Quarter |
$ | 0.0300 | $ | 0.0020 | |||||
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Fourth Quarter |
$ | 0.0160 | $ | 0.0080 | |||||
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 June 30, 2019, there were approximately 534 shareholders of record holding 20,236,021,836 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, 2019. This chart also includes individual compensation agreements.
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EQUITY COMPENSATION PLAN INFORMATION |
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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) |
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Equity compensation plans approved by security holders |
0 | $ | 0.00 | 0 | ||||||||
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Equity compensation plans not approved by security holders |
0 | $ | 0.00 | 0 | ||||||||
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Total |
0 | $ | 0.00 | 0 | ||||||||
Company repurchases of common stock during the year ended June 30, 2019
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”). 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.
On June 14, 2019, the Company registered a wholly owned subsidiary in China, Meizhong 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.
Overview of 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 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.
At December 31, 2018, the Company decided to no longer participate in Pomeikang’s operations. On April 1, 2019, AAGH California transferred its 49% ownership to Bona for $1.
On May 21, 2018, the Company, entered into an Exclusive Oversea Distribution Agreement (the “Agreement”) with Foshan Wanshunbao Technology Co., Ltd. (“Wanshunbao”), a mainland China based company. According to the Agreement, Wanshunbao wishes to promote and develop overseas sales channels for its unique “Mysteries Fruit” tea and related products worldwide. The Company is appointed as Wanshunbao’s exclusive distributor to market and sell the “Mysteries Fruit” herbal tea and related products in geographic areas covers all over the world except mainland China.
In the past 20 years, Wangshunbao has dedicated to improve its R&D, and production of the unique “Mysteries Fruit” and related supplemental products, currently, Wangshunbao has developed a leading role in this industry, and is in the process of expanding its business model worldwide to a 10 billion RMB ($1.5 billion) industry chain. To achieve that goal, Wangshunbao’s management team had been actively seeking a qualified international distributor and business partner to execute its expansion plan.
The Company’s management team was invited to Foshan, China in early May, 2018 to visit Wangshunbao and its production facilities, upon extensive discussion and negotiation, the Company was granted with exclusive distribution rights worldwide for “Mysteries Fruit” tea and related products. The Company believes by introducing “Mysteries Fruit” products to oversee consumers would have a huge beneficial effect; and the management is confident about this business opportunity, as the Company’s core team members all have been in health and supplemental related industry for over 20 years, and has substantial nutrient products sales experiences and marketing channels. The Company is currently conducting preliminary sales campaigns for “Mysteries Fruit” products.
The company and Blue Sea International Holdings Co., Ltd. signed a letter of intent on August 28, 2018. According to the letter of intent, Blue Sea International Holdings Co., Ltd. Intends to invest $50 million for the Company's marketing, product development, and merger and acquisition activities. The two parties also signed a marketing contract for 10,000 cardio vascular device after the Company obtains the necessary permit in China.
HuaHengJian (Beijing) Biotechnology Co., Ltd., Zhengzhou RuiBoSi Medical Devices Co., Ltd. and other companies have agreed to sell or lease more than 10,000 cardio vascular device in China after the Company obtains the necessary permit in China.
The company is negotiating an acquisition intention with Hongkong Pure Aesthetics Biotechnology Limited, which holds several patents in stem cell. The patents are valued at nearly $59 million.
The Company is discussing the possibility of establishing a joint venture in California with an individual who has nearly ten years experiences in health products market.
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
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
See Footnote 2 of the financial statements for a discussion of recently issued accounting standards.
Results of Operations
Results of Operations for the year ended June 30, 2019 compared to the year ended June 30, 2018.
There was no revenue and cost of sales for the year ended June 30, 2019.
Operating expenses for the year ended June 30, 2019 and June 30, 2018 was $46,771 and $58,149, respectively. The decrease in the year ended June 30, 2019 was mainly due to the lower professional fee.
Our net loss for the year ended June 30, 2019 and 2018 was $65,043 and $59,386, respectively. The increase in net loss in the year ended June 30, 2019 was mainly due to the loss on disposal of JV investment, partly offset by lower professional fee.
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, 2019, the Company recorded a net loss of $ $65,043, used cash to fund operating activities of $27,792, and at June 30, 2019, had a shareholders’ deficit of $168,002. For the year ended June 30, 2018, the Company recorded a net loss of $59,386, used cash to fund operating activities of $46,830. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The new management’s plans to continue as a going concern revolve around its ability to achieve profitable operations, as well as raise necessary capital to pay ongoing general and administrative expenses of the Company. The ability of the Company to continue as a going concern is dependent on securing additional sources of capital and the success of the Company’s plan. There is no assurance that the Company will be successful in raising the additional capital or in achieving profitable operations.
Our cash needs for the year ended June 30, 2019 were primarily met by loans and advances from current majority shareholder. As of June 30, 2019, we had cash of $102. 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, 2019 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern.
Financial Position
As of June 30, 2019, we had $102 in cash, negative working capital of $168,002 and an accumulated deficit of $3,234,726.
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 April 30, 2020, we engaged TAAD LLP (“TAAD”) as our independent registered public accounting firm to audit the Company’s CFS as of June 30, 2019, and for the year then ended. TAAD will also 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, 2019.
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.
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 66, 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 Nutrition 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, 2019, 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, 2019.
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, 2019 and 2018 (“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 |
2019 |
- | - | - | - | - | - | - | - | |||||||||||||||||||||||||
|
Mike Wang Chief Executive/Chief Financial Officer |
2018 |
- | - | - | - | - | - | - | - | |||||||||||||||||||||||||
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 20,236,021,836 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 |
15,456,226,000 | 76.38 |
% |
||||||||
|
All officer and directors as a group (1 person) |
N/A | 15,456,226,000 | 76.38 |
% |
||||||||
|
(1) |
Except as otherwise noted, shares are owned beneficially and of record, and such record shareholder has sole voting, investment and dispositive power. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
During the year ended June 30, 2019, the Company's current majority shareholder advanced $29,379 to the Company as working capital and the Company repaid $1,500 to the shareholder. As of June 30, 2019 and June 30, 2018, the Company owed its current majority shareholder of $128,404 and $100,525 respectively. The advances are non-interest bearing and are due on demand.
The Company currently is using a premise 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 |
2019 |
||||||
|
Audit Fees |
$ | 14,083 | $ | 20,000 | ||||
|
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
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, 2017. 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
To the Board of Directors and Stockholders
America Great Health And Subsidiaries
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of America Great Health and Subsidiaries (the “Company”) as of June 30, 2019, and the related statements of operations, stockholders' deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.
Going Concern Matter
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement, whether due to error fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ TAAD, LLP
We have served as the Company’s auditor since 2020
Diamond Bar, California
March 22, 2021
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
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, 2019 AND 2018
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.
On June 24, 2019, the Company registered a wholly owned subsidiary in China, Meizhong 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.
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, 2019, the Company recorded a net loss of $65,043, used cash to fund operating activities of $27,792, and at June 30, 2019, had a shareholders’ deficit of $168,002. 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, 2019 were primarily met by loans and advances from current majority shareholder. As of June 30, 2019, we had a cash balance of $102. 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. Professional fee was reclassified to be separately disclosed on the Consolidated Statements of Operations for the nine months ended March 31, 2019.
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.
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, 2019 and 2018, 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, 2019 and 2018.
The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.
Recent Accounting Pronouncements
In July 2017, the FASB issued Accounting Standards Update 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II)”, which is the replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The amendments in Part I of this Update that relate to the recognition, measurement, and earnings per share of certain freestanding equity-classified financial instruments that include down round features affect entities that present earnings per share in accordance with the guidance in Topic 260, Earnings Per Share. The amendments in Part II of this Update do not have an accounting effect. The amendments in Part I of the update are effective for fiscal year, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is assessing the impact to its accounting practices and financial reporting procedures as a result of the issuance of this standard.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or is not believed by management to have a material impact on the Company’s present or future CFS.
NOTE 3 – RELATED PARTY TRANSACTIONS
During the year ended June 30, 2019, the Company's current majority shareholder advanced $29,379 to the Company as working capital and the Company repaid $1,500 to the shareholder. As of June 30, 2019 and June 30, 2018, the Company owed its current majority shareholder of $128,404 and $100,525 respectively. The advances are non-interest bearing and are due on demand.
Currently the Company is using a premise for free, the premises is leased by a company owned by its current majority shareholder.
NOTE 4 – CONVERTIBLE, REDEEMABLE PREFERRED STOCK
During the year ended June 30, 2016, the Company’s Board of Directors authorized the creation of a series of preferred stock consisting of 1,000,000 shares designated as Series A Preferred Stock (the “Series A”). The Series A is entitled to a dividend of 4%, when and as declared, and is entitled to a liquidation preference of $1 per share plus unpaid dividends. The Series A is redeemable at the option of the Company at any time, in whole or in part, at a price of $1.00 per share, plus 4% per annum thereupon from the date of issuance (the “Stated Value”). In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the Series A shall be entitled to a preferential amount equal to the Stated Value, prior to the holders of common stock receiving any distribution. Each share of Series A is automatically converted on the Conversion Date into a number of shares of common stock of the Company at the initial conversion rate (the “Conversion Rate”), which shall be the Stated Value as of the date of conversion divided by the Market Price. The Market Price for purposes of this Section 5 shall be equal to the average closing sales price of the Common Stock over the 5 previous trading days.
The Series A is also subject to adjustments to the Conversion Rate. If the common stock issuable on conversion of the Series A is changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the holders of the Series A shall, upon its conversion, be entitled to receive, in lieu of the common stock which the holders would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the holders if they had exercised their rights of conversion of the Series A immediately before that change.
In August 2016, the Company filed an amendment to its Articles of Incorporation to increase the number of authorized shares of Series A Preferred Stock from 1,000,000 to 10,000,000.
There were no preferred shares outstanding as of June 30, 2019 and June 30, 2018.
NOTE 5 – SHAREHOLDERS’ DEFICIT
At June 30, 2019 and 2018, the Company had 20,236,021,836 shares issued and outstanding.
NOTE 6 – JOINT VENTURE
On March 5th, 2018, America Great Health, a California Corporation (“AAGH California”), a wholly owned subsidiary of the Company, entered into a Sino-foreign Co-operative Joint Venture Contract (the “JV Agreement”) with Guangzhou Bona Biotechnology Co., Ltd. (“Bona”) pursuant to which the parties 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 will each own 49% and 51% of the JV Company, respectively, and AAGH California has the veto right to the majority shareholder’s decision. The equity method has been used for this JV for the three months ended September 30, 2018. AAGH California will contribute the initial products supply in equivalent of cash amount of RMB 2.45 million to the JV Company and Bona will contribute any required operating capitals, experienced sales team, promotional effort, and customer services to ensure normal day to day operation of the JV Company. Bona will also be responsible for acquiring any required government permits, sales permits, and business licenses for the JV Company.
The following table summarizes the income statement of Pomeikang.
|
From date of equity investment to 12/31/2018 |
||||
|
Sales |
$ | 20,740 | ||
|
Gross profit |
13,739 | |||
|
Net loss |
(2,803 |
) |
||
|
49% share |
(1,373 |
) |
||
The following table provides the summary of balance sheet information for Pomeikang.
|
As of December 31, 2018 |
||||
|
Total assets |
$ | 20,565 | ||
|
Net assets |
20,565 | |||
|
49% ownership |
10,077 | |||
|
Ending balance of investment account before written off |
12,012 | |||
|
Difference |
(1,932 |
) |
||
The difference of $1,932 was mainly due to the effect of exchange rate.
AAGH California contributed products valued at $13,415 to the JV Company prior to December 31, 2018. And there was no operation during the period from October 1, 2018 to December 31, 2018, therefore at December 31, 2018, the Company decided to no longer participate in Pomeikang’s operations. As a result, a loss on disposal of investment of $12,012 was recorded at December 31, 2018. On April 1, 2019, AAGH California transferred its 49% ownership to Bona for $1.
NOTE 7 – 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, 2019, 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, 2019 and 2018 as follows:
|
Year Ended June 30, |
||||||||
|
2019 |
2018 |
|||||||
|
Income tax benefit at federal statutory rate |
21 |
% |
34 |
% |
||||
|
State tax, net of fed effect |
7 |
% |
6 |
% |
||||
|
Change in valuation allowance |
-28 |
% |
-40 |
% |
||||
| - |
% |
- |
% |
|||||
The components of deferred taxes consist of the following at June 30, 2019 and 2018:
|
June 30, 2019 |
June 30, 2018 |
|||||||
|
Net operating loss carryforwards |
$ | 905,723 | $ | 1,267,873 | ||||
|
Less: valuation allowance |
(905,723 |
) |
(1,267,873 |
) |
||||
|
Net deferred tax assets |
$ | - | $ | - | ||||
As of June 30, 2019, the Company had federal and California income tax net operating loss carryforwards of approximately $3.2 million. These net operating losses originating in tax years beginning prior to Jan. 1, 2018 will begin to expire 20 years from the date the tax returns are filed. The net operating losses originating in tax years beginning after Jan. 1, 2018 will be carry forwarded indefinitely.
NOTE 8 – SUBSEQUENT EVENTS
On December 7, 2020, America Great Health, a California Corporation (“AAGH California”), a wholly owned subsidiary of the Company, entered into a Cooperation Agreement (the “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, row material procumbent, mergers and acquisitions, and consulting services. As of the time of filing these financial statements with the Company’s annual report, the formation of the JV Company has not been completed. After the formation of the JV company is completed, the Company shall invest USD $4.2 million in the JV Company within the next 24 months for 60% equity ownership of the JV Company, Brilliant shall transfer its patented technology (with estimated value of USD $29.8 million) to the JV Company as its capital contribution, to account for 40% equity ownership.
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 51% of the equity of Purecell, as consideration, the Company shall issue 510,000,000 common shares to Purecell’s nominated trustee. Upon completion of the acquisition transaction, Purecell shall remain autonomy in its day to day operation, including recruiting and retaining management team members.
On February 10, 2021, the Company completed its financial and legal due diligence. As of the time of filing these financial statements with the Company’s annual report, the 510,000,000 common shares have not been transferred to Purecell’s nominated trustee.
(b) Exhibits. The following exhibits of the Company are included herein.
2. Agreement and Plan of Reorganization
3. Certificate of Incorporation and Bylaws
3.1. Articles of Incorporation (1)*
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.
* 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.
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.
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AMERICA GREAT HEALTH |
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Date: March 22, 2021 |
/s/ Mike Wang |
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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.
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Date: March 22, 2021 |
/s/ Mike Wang |
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Mike Wang, Chief Executive Officer, Chief Financial Officer, Secretary and Director |