UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

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

 

For the quarterly period ended March 31,September 30, 2023

 

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. 000-27873

 

America Great Health

(Exact name of registrant as specified in its charter)

 

Wyoming

Wyoming98-0178621

(State or other jurisdiction of incorporation or organization)

98-0178621

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

1609 W Valley Blvd Unit 338A

Alhambra, CA

Alhambra,91803CA

(Address of principal executive offices)

91803

(Zip Code)

 

(888)(888) 988-1333

(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

N/A

N/A

N/A

 

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 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 ☐ No ☒

 

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

 

Large accelerated filer ☐

Accelerated filer ☐

  

Non-accelerated filer ☒

Smaller reporting company ☒

  
 

Emerging growth company ☐

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant’s common stock as of May 3,September 30, 2023 was 21,093,818,148.21,107,018,148.

 

 

 

 

AMERICA GREAT HEALTH AND SUBSIDIARIES

TABLE OF CONTENTS

AMERICA GREAT HEALTH AND SUBSIDIARIES

TABLE OF CONTENTS

PART IFINANCIAL INFORMATION

3

  

ITEM 1

Condensed Consolidated Financial Statements (Unaudited)

3

   

ITEM 2

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

2421

   

ITEM 3

Quantitative and Qualitative Disclosures About Market Risk

2824

   

ITEM 4

Controls and Procedures

2825

   

PART IIOTHER INFORMATION

2926

  

ITEM 1

Legal Proceedings

2926

   

ITEM 1A

Risk Factors

2926

   

ITEM 2

Unregistered Sales of Equity Securities and Use of Proceeds

29

26
   

ITEM 3

Defaults Upon Senior Securities

2926

   

ITEM 4

Mine Safety Disclosures

2926

   

ITEM 5

Other Information

2926

   

ITEM 6

Exhibits

2926

 

 

 

 

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

America Great Health and Subsidiaries

Condensed Consolidated Balance Sheets

 

 

March 31,

  

June 30,

 
 

2023

  

2022

  

September 30,

2023

  

June 30,

2023

 

ASSETS

 

(Unaudited)

  

(Audited)

  

(Unaudited)

  

(Audited)

 
                

CURRENT ASSETS

                

Cash

 $55,568  $62,643  $54,626  $54,150 

Account receivable, net

  1,227   918   -   - 

Inventory

  113,759   116,060   108,174   108,351 

Advance to supplier

  16,965   16,964   16,965   16,964 

TOTAL CURRENT ASSETS

  187,519   196,585   179,765   179,465 
                

Right-of-use asset

  39,822   93,886   23,104   41,918 

Due from the related parties

  8,218   8,218   8,218   8,218 

Deposit

  11,836   13,836   11,836   11,836 

Property and equipment, net

  61,389   23,618   53,995   57,692 
                

TOTAL ASSETS

 $308,784  $336,143  $276,918  $299,129 
                
                

LIABILITIES AND SHAREHOLDERS' DEFICIT

                

CURRENT LIABILITIES

                

Accounts payable

 $1,425,826  $1,437,522  $1,448,030  $1,450,574 

Tax payable

  1,726   102 

Income tax payable

  3,410   3,970 

Short term loan

  243,271   183,932   690,551   705,216 

Other payable

  215,717   334,112   275,948   241,784 

Due to related party

  476,459   573,859   484,248   425,142 

Deferred income

  183,019   157,000   224,570   223,331 

Lease liability – current

  39,822   70,895 

Lease liability - current

  23,104   41,918 

TOTAL CURRENT LIABILITIES

  2,585,840   2,757,422   3,149,861   3,091,935 
                

Lease liability - non current

  -   22,991   -   - 

Accrued liability

  546,738   384,073   683,957   609,892 

Long term loan

  1,533,138   1,032,138   1,123,138   1,123,138 
                

TOTAL LIABILITIES

  4,665,716   4,196,624   4,956,956   4,824,965 
                

Commitments and Contingencies

  -   -   -   - 
                

SHAREHOLDERS' DEFICIT

                

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

Series A voting preferred stock, zero shares issued and outstanding

  -   -   -   - 

Common stock, no par value, unlimited shares authorized;

21,093,818,148 and 21,090,218,148 shares issued and outstanding

  -   - 

Common stock, no par value, unlimited shares authorized;

21,107,018,148 and 21,090,218,148 shares issued and outstanding

  -   - 

Additional paid-in capital

  4,657,597   4,619,991   4,732,477   4,732,477 

Accumulated other comprehensive income

  625   160   2,278   (500

)

Accumulated deficit

  (8,941,483)  (8,421,849)  (9,339,487)  (9,183,110)
                

TOTAL AMERICA GREAT HEALTH SHAREHOLDERS' DEFICIT

  (4,283,261)  (3,801,698)  (4,604,732)  (4,451,133)

Non-controlling interest

  (73,671)  (58,783)  (75,306)  (74,703)
                

TOTAL SHAREHOLDERS' DEFICIT

  (4,356,932)  (3,860,481)  (4,680,038)  (4,525,836)
                

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT

 $308,784  $336,143  $276,918  $299,129 

 

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

 

3

 

America Great Health and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

 

 

Three Months Ended September 30,

 
 

Three Months Ended March 31,

  

Nine Months Ended March 31,

  

2023

  

2022

 
 

2023

  

2022

  

2023

  

2022

  

(Unaudited)

 
 

(Unaudited)

  

(Unaudited)

         

Sales

 $39,452  $2,744  $129,620  $158,424  $13,808  $51,938 
                        

Cost of goods sold

  190   360   35,688   1,551,367   177   27,500 
                        

Gross profit

  39,262   2,384   93,932   (1,392,943

)

  13,631   24,438 
                        

Selling, general and administrative expenses

                        

Selling expense

  471   60,064   5,877   60,064   64   4,736 

General and administrative expense

  150,525   589,577   423,117   1,245,757   88,505   147,923 
  150,996   649,641   428,994   1,305,821   88,569   152,659 
                        

Loss from operations

  (111,734

)

  (647,257

)

  (335,062

)

  (2,698,764

)

  (74,938)  (128,221)
                        

Other income (expenses)

                        

Interest expense

  (101,919

)

  (55,283

)

  (234,459

)

  (136,142

)

  (82,049)  (64,539)

Other income

  6   93,010   34,999   93,045   7   6 
  (101,913

)

  37,727   (199,460

)

  (43,097

)

  (82,042)  (64,533)
                        

Loss before income taxes

  (213,647

)

  (609,530

)

  (534,522

)

  (2,741,861

)

  (156,980)  (192,754)
                        

Income tax provision

  -   -   -   -   -   - 
                        

NET LOSS

 $(213,647

)

 $(609,530

)

 $(534,522

)

 $(2,741,861

)

 $(156,980) $(192,754)
                        

Less: net loss attributable to non-controlling interest

  (918

)

  -   (14,888

)

  -   (603)  (10,418

)

                        

NET LOSS ATTRIBUTABLE TO AMERICA GREAT HEALTH

 $(212,729

)

 $(609,530

)

 $(519,634

)

 $(2,741,861

)

 $(156,377) $(182,336)
                        
                        

Foreign currency transaction

  59   -   464   -   2,278   76 

COMPREHENSIVE LOSS ATTRIBUTABLE TO AMERICA GREAT HEALTH

 $(212,670

)

 $(609,530

)

 $(519,170

)

 $(2,741,861

)

 $(154,099) $(182,260)
                        

BASIC AND DILUTED LOSS PER SHARE

 $(0.00

)

 $(0.00

)

 $(0.00

)

 $(0.00

)

 $(0.00) $(0.00)
                        

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

                

BASIC AND DILUTED

  21,090,938,148   21,089,355,704   21,090,454,644   21,073,497,199 

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

BASIC AND DILUTED

  21,093,818,148   21,090,218,148 

 

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

 

4

 

America Great Health and Subsidiaries

Condensed Consolidated Statement of Shareholders' Deficit

For the three and six months ended December 31,September 30, 2023 and 2022 and 2021

(Unaudited)

 

                 

Additional

      

Non-

  

Other

  

Total

                  

Additional

      

Non-

  

Other

  

Total

 
 Preferred Stock  

Common Stock

  

Paid-in

  

Accumulated

  

controlling

  

Comprehensive

  

Shareholder’s

  

Preferred Stock

  

Common Stock

  

Paid-in

  

Accumulated

  controlling  Comprehensive  Shareholders 
 Shares  

Amount

  

Shares

  

Amount

  

Capital

  

Deficit

  

Interest

  

Income

  

Deficit

  Shares  Amount  

Shares

  Amount  

Capital

  

Deficit

  

Interest

  

Income

  

Deficit

 
                                                                        

Balance, June 30, 2021

  -  $-   21,070,866,399  $-  $3,087,869  $(3,555,696) $-  $-  $(467,827)
                                    

Imputed interest

  -   -   -   -   2,814   -   -   -   2,814 

Net loss

  -   -   -   -   -   (331,272)  -   -   (331,272)
                                    

Balance, September 30, 2021 (Unaudited)

  -  $-   21,070,866,399  $-  $3,090,683  $(3,886,968) $-  $-  $(796,285)
                                    

Issuance of common stock for debt

  -   -   5,021,840   -   -   -   -   -   - 

Imputed interest

  -   -   -   -   2,723   -   -   -   2,723 

Net loss

  -   -   -   -   -   (1,801,058)  -   -   (1,801,058)
                                    

Balance, December 31, 2021 (Unaudited)

  -  $-   21,075,888,239  $-  $3,093,406  $(5,688,026) $-  $-  $(2,594,620)
                                                                        

Balance, June 30, 2022

  -  $-   21,090,218,148  $-  $4,619,991  $(8,421,849) $(58,783) $160  $(3,860,481)  -  $-   21,090,218,148  $-  $4,619,991  $(8,421,849) $(58,783  $160  $(3,860,481)
                                                                        

Imputed interest

  -   -   -   -   5,206   -   -   -   5,206   -   -   -   -   5,206   -   -   -   5,206 

Original issue discount on debt

  -   -   -   -   15,200   -   -   -   15,200 

OID

  -   -   -   -   15,200       -   -   15,200 

Gain/loss on exchange rate

  -   -   -   -   -   -   -   76   76                               76   76 

Net loss

  -   -   -   -   -   (182,336)  (10,418)  -   (192,754)                      (182,336)  (10,418)  -   (192,754)
                                                                     

Balance, September 30, 2022 (Unaudited)

  -  $-   21,090,218,148  $-  $4,640,397  $(8,604,185) $(69,201) $236  $(4,032,753)  -  $-   21,090,218,148  $-  $4,640,397  $(8,604,185)  (69,201) $236  $(4,032,753)
                                                                        

Imputed interest

          -   -   -   -           - 

Balance, June 30, 2023

  -  $-   21,107,018,148  $-  $4,732,477  $(9,183,110)  (74,703) $(500) $(4,525,836)
                                    

Gain/loss on exchange rate

  -   -   -   -   -   -   -   330   330   -   -   -   -   -   -   -   2,778   2,778 

Net loss

  -   -   -   -   -   (124,569)  (3,552)  -   (128,121)  -   -   -   -   -   (156,377)  (603)  -   (156,980)
                                                                        

Balance, December 31, 2022 (Unaudited)

  -  $-   21,090,218,148  $-  $4,640,397  $(8,728,754) $(72,753) $566  $(4,160,544)

                                    

Issuance of stock for debt

          3,600,000   -   17,200   -           17,200 

Gain/loss on exchange rate

  -   -   -   -   -   -   -   59   59 

Net loss

  -   -   -   -   -   (212,729)  (918)  -   (213,647)
                                    

Balance, March 31, 2023 (Unaudited)

  -  $-   21,093,818,148  $-  $4,657,597  $(8,941,483) $(73,671) $625  $(4,356,932)

Balance, September 30, 2023 (Unaudited)

  -  $-   21,107,018,148  $-  $4,732,477  $(9,339,487)  (75,306) $2,278  $(4,680,038)

 

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

 

5

 

America Great Health and Subsidiaries

Condensed Consolidated Statements of Cash Flows

 

 

Three Months Ended September 30,

 
 

Nine Months Ended December 31,

  

2023

  

2022

 
 

2023

  

2022

  

(Unaudited)

 

Cash Flows from Operating Activities

 

(Unaudited)

    

Net loss

 $(534,522) $(2,741,861) $(156,980) $(192,754)

Loss from discontinued operations

  -   - 

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

                

Depreciation

  6,649   -   3,697   1,476 

Original issue discount on debt

  17,200   -   -   15,200 

Imputed interest

  5,206   9,921   -   5,206 

Changes in operating Assets and Liabilities:

                

Accounts receivable

  (308

)

  -   -   273 

Prepaid investment

  -   -   -   - 

Other receivable

  -   (9,163)  -   - 

Other long term asset

  2,000   -   -   (20,210)

Inventory

  2,300   (140,747)  177   (5,447)

Accounts payable

  (15,197

)

  1,518,818   (2,544)  (3,280)

Customer advances

  26,019   44,900   1,240   13,000 

Other liabilities

  (4,363

)

  -   -   27,137 

Other payable

  (118,396

)

  -   33,602   16,143 

Tax payable

  1,624   (800)

Income tax payable

  -   12 
        

Net cash used in operating activities

  (611,788)  (1,318,932)  (120,808)  (143,244)
                

Cash Flows from Investing Activities

                

Purchase of property and equipment

  (44,420)  (16,852)  -   - 

Net cash provided by investing activities

  (44,420)  (16,852)  -   - 
                

Cash Flows from Financing Activities

                

Short term loan

  59,340   160,000 

Long term loan

  671,528   588,268 

Issuance of stock for debt

  15,200   97,500 

Repayment of short term loan

  (14,664)  (30,595)

Proceeds of long term loan

  74,064   152,924 

Advances from related party

  194,020   -   77,470   104,706 

Repayment to related party

  (291,420)  200,184   (18,364)  (71,938)

Net cash provided by financing activities

  648,668   1,045,952   118,506   155,097 
                

Effect of exchange rate changes on cash

  465   - 

Effect of exchange rate change on cash

  2,778   76 
                

Net increase in cash

  (7,075)  (289,832)  476   11,929 
                

Cash beginning of period

  62,643   396,136   54,150   62,643 

Cash end of period

 $55,568  $106,304  $54,626  $74,572 
                

Interest paid

 $-  $-  $-  $- 

Taxes paid

 $800  $800  $800  $800 
                

Non-cash transactions

                

Shares issued for equity investment

 $-  $-  $-  $- 

 

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

 

6

 

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 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, 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 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. This transaction was completed in May 20212021.

 

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$4.2 million in the JV Company within the next 24 months for a 60% equity ownership in the JV Company. Brilliant shall transfer its patented technology to the JV Company as its capital contribution, to account for a 40% equity interest in the JV Company. As a condition for AAGH to obtain 60% equity in the JV company and a as the founder of Brilliant, Dr. Aihua Guo agrees to transfer its patent to the JV company as its share of contribution, and AAGH also agrees to pay Dr. Aihua Guo additional compensation, which includes: (i) AAGH transfers 300 million original shares of AAGH to Dr. Aihua Guo at no cost, valuing at $15 million; (ii) AAGH pays Dr. Aihua Guo a one-time cash compensation of $3 million with the following payment schedule: AAGH agrees to pay $500,000 to Dr. Aihua Guo six months from the date of signing of this Agreement, $1.5 million to Dr. Aihua Guo 12 months from the date of signing of this Agreement, and $1 million to Dr. Aihua Guo 24 months from the date of signing of this Agreement. In June 2021, the JV Company was established in Hainan, China as “Sijinsai (Hainan) Biological Tech Ltd.” On July 9, 2021, the Company paid its first investment of $50,000.

 

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 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.

7

 

(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.

On November 4, 2021, the Company set up a 100% owned subsidiary Nutrature Health LLC.

 

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 500,000 shares of the Company at $0.01 per share within 24 months and a warrant at each of the following stages: IND application, Phase I clinical trials, Phase II clinical trials, Phase III clinical trials and the sale of GOF Biotechnologies Inc. the license of oral insulin and Amylase X at Phase I or Phase II clinical trials stages. This Agreement shall be for an initial one-year term and shall renew automatically for successive one-year terms up to a maximum of three (3) years unless terminated by either party pursuant to the Agreement. The 500,000 shares were issued free in April 20, 2022.

 

On November 15, 2021, the Company set up a 100% owned subsidiary GOF Biotechnologies Inc. GOF is 75% majority owned (60,000,000 shares of common stock) by the Company and the remaining 25% of its issued and outstanding shares (20,000,000 shares of common stock) are held by Men Hwei, Tsai. On December 31, 2021, the Company entered into a Supplementary Agreement with Zhigong Lin to amend his prior employment agreement with the Company dated August 31, 2021. The Supplement Agreements provides, inter alia, that Zhigong Lin will be appointed Chief Executive Officer of GOF. The employment agreement and supplement agreement were both terminated by the end of July without the issuance of any GOF shares.

 

On February 4, 2021, the Company set up a 100% owned subsidiary, International Institute of Great Healthcare, Inc. (“IIGH”) under the laws of the State of California. IIGH will bring together doctors and professional-level experts from different countries and regions in the world to the research fields involving bio medicine, clinic medicine, health management, information technology, data analysis, software development, artificial intelligence, industrial planning, financial investment, etc.

 

On November 25,2022, the Company signed a supplementary agreement with Men Hwei, Tsai who is an unrelated party. The Company A agrees that if the patent is sold or transferred, Men Hwei, Tsai or Men Hwei, Tsai's successor may receive a 25% gain on the transfer or sale of the interest. The Company agrees to give Men Hwei, Tsai an additional 20 million AAGH shares. The Company allows Men Hwei, Tsai to use three years (from November 26, 2022 to November 25, 2025) find investors each with more than US$10 million investment. In case that no investor is found within three years, Men Hwei, Tsai agrees to return the patent to the Company, and both parties will continue to cooperate in accordance with the original contract on May 18, 2021. If Men Hwei, Tsai finds an investor with an investment of at least US$10 million within three years, and the process for Men Hwei, Tsai and its investors to apply for a new drug may last for several years, then Men Hwei, Tsai agrees that the Company will use the patented technology to develop dietary supplement that are helpful to Alzheimer’s disease. The Company will be responsible for marketing the dietary supplement. Men Hwei, Tsai is entitled to commission equaling to 8% of sales price.

 

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 $34,978.48.

 

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 sixthree months ended December 31, 2022,September 30, 2023, the Company recorded a net loss of $320,875,$156,980, used cash to fund operating activities of $215,638,$120,808, and at December 31, 2022,September 30, 2023, had a shareholders’ deficit of $4,160,544.$4,680,038. These factors create substantial doubt about the Company’s ability to continue as a going concern within the next twelve months from the date these financial statements are available to be issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

8

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 ninethree months ended March 31,September 30, 2023 were primarily met by loans and advances from the current majority shareholder. As of March 31,September 30, 2023, we had a cash balance of $55,568.$54,626. We intend to finance operating costs over the next twelve months with existing cash on hand and advance from current majority shareholder.

 

8

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 ninethree months ended March 31,September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending June 30, 2023.2024.

 

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 (100%), GOF Biotechnologies in California (75%), International Institute of Great Health in California (100%), Nutrature Health LLC in California (100%), Sijinsai in China (60%), and US-China Mega Beauty Health Industry Development Co., LTD, (100%). Intercompany transactions and accounts were eliminated in consolidation.

 

The following table depicts the identity of the Company’s subsidiaries:

 

    

Attributable

 
  

Place of

 

Equity

 

Name of Subsidiary

 

Incorporation

 

Interest %

 

America Great Health in California

 

USA

 

100

 

GOF Biotechnologies in California

 

USA

 

75

 

International Institute of Great Health in California

 

USA

 

100

 

Nutrature Health LLC in California

 

USA

 

100

 

Sijinsai in China

 

CHINA

 

60

 

US-China Mega Beauty Health Industry Development Co., LTD

 

CHINA

 

100

 

 

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.

 

9

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.

 

9

Below is a table with foreign exchange rates used for translation:

 

  

March 31,

 

Average Quarterly (average rate)

 

2023

 

Chinese Renminbi (RMB)

 RMB6.9320 

United States dollar ($)

 $1.00 

September 30,

2023

Average Quarterly (average rate)

Chinese Renminbi (RMB)

RMB

7.2414

United States dollar ($)

$       

1.00

 

  

March 31,

 

Quarter Ended (Closing rate)

 

2023

 

Chinese Renminbi (RMB)

 RMB6.8667 

United States dollar ($)

 $1.00 

September 30,

2023

Quarter Ended (Closing rate)

Chinese Renminbi (RMB)

RMB

7.2948

United States dollar ($)

$       

1.00

 

Cash

 

The Company considers all highly liquid debt instruments purchased with maturity periods of threesix 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 March 31, 2022September 30, 2023 and June 30, 2022,2023, the Company’s bank account in the United States had $1,053$3,884 and $3,194,$4,087, respectively, within FDIC insurance of $250,000.

 

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.

 

10

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.

 

10

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 ninethree months ended March 31,September 30, 2023 and 2021,2022, the Company has not made provision for inventory in regards to slow moving or obsolete items. As of March 31,September 30, 2023 and June 30, 2022,2023, inventories amounted to $113,759$108,174 and $116,060,$108,351, respectively.

 

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 ninethree months ended March 31,September 30, 2023 and 2022.

 

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.

 

11

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 ninethree months ended March 31,September 30, 2023 and 2022, as there are no potential shares outstanding that would have a dilutivediluted effect.

 

11

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 recordedrecord a valuation allowance against its deferred tax assets as of March 31,September 30, 2023, and June 30, 2022.2023.

 

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 March 31,September 30, 2023 and June 30, 2022,2023, deposits amounted to $11,836 and $13,836, respectively. Deposits are rent deposits.$11,836.

12

 

NOTE 4 INVENTORY

 

As of March 31,September 30, 2023 and June 30, 2022,2023, inventory consisted of the following:

 

 

March 31,

  

June 30,

  

September 30,

  

June 30,

 
 

2023

  

2022

  

2023

  

2023

 

Raw materials

 $65,900  $62,348  $65,900  $65,900 

Finished goods

  47,859   53,712   42,274   42,451 

Total Inventory

 $113,759  $116,060  $108,174  $108,351 

 

12

NOTE 5 RELATED PARTY TRANSACTIONS

 

During the ninethree months ended March 31,September 30, 2023, the Company's current majority shareholder advanced $194,019$77,470 to the Company as working capital and the Company repaid $291,422$18,364 to the shareholder. As of March 31,September 30, 2023 and June 30, 2022,2023, the Company owed its current majority shareholder $476,459$484,248 and $573,859,$425,142, respectively. The advances are non-interest bearing and are due on demand. Imputed interest amounted to $0 and $4,380$5,206 for the three months ended March 31, 2023 and 2022 and was recorded as paid in capital, respectively. Imputed interest amounted to $5,206 and $9,921 for the nine months ended March 31,September 30, 2023 and 2022 and was recorded as paid in capital, respectively.

 

NOTE 6 SHORT TERM LOAN

 

As of March 31,September 30, 2023 and June 30, 2022,2023, short term loan amounted to $243,271$690,551 and $183,932$705,216 from unrelated third parties, respectively. On September 15, 2022, the Company paid interest of $3,178 on two short term loans of $50,000 due on July 10, 2022 and $10,000 due on August 1, 2022. The Company then re-entered an agreement of a new short-term loan of $60,000. The loan has an annual interest rate of 18% and the principal and interest are due on February 28, 2023. On January 13, 2023, the Company paid interest of $4,175 on an early-withdrew long-term loan of $100,000. On January 24, 2023, the Company paid interest of $3,178 on a short-term loan of $60,000. On March 2, 2023, the Company paid a first monthly installment of $667 interest on a7 month short-term loan of $80,000. On September 15, 2022, the Company paid interest of $3,616 on two short term loans, each with $50,000 due on July 26, 2022, and August 1, 2022, and paid $20,000 of principal in January 2023. The Company then re-entered an agreement of a new short-term, interest free loan of $80,000. The principal is due on February 28, 2023. The Company will issue 1,600,000 shares of the Company stocks to the party as a reward. These shares were issued on April 18, 2023. The third loan amount is $2,871 which has 8-month short term. The latest loan occurred on November 2, 2022, the Company entered an agreement of short-term loan of $25,000. The Company will repay $37,475, with a fixed repayment of $329 every business day from November 10, 2022.

 

NOTE 7 LONG TERM LOAN

 

As of March 31,September 30, 2023 and June 30, 2022,2023, long term loan both amounted to $1,893,421 and $1,221,892, respectively.$1,123,138. The loan has an annual interest rate of 20%, except that the long-termreceived long term loan of $100,000 on September 9, 2022 withhas an annual interest rate of 16% was withdrew on January 13, 2023 and the long-term loan of $300,000 on January 19, 2023 with an annual interest rate of 12%. The principal and interest are due in one, three, or five years. Interest expensesexpense incurred for the three months ended March 31,September 30, 2023 and 2022 amounted to $60,631$56,618 and $50,900, respectively. Interest expenses incurred for the nine months ended March 31, 2023 and 2022 amounted to $360,282 and $138,289,$52,924, respectively.

 

As of March 31,September 30, 2023, long term loan consisted of the following:

 

 

Principal

  

Interest

  

Balance

 

 

Principal

  

Interest

  

Balance

             

Received long term loan on April 27, 2021

 $200,000  $77,041  $277,041  $200,000  $97,096  $297,096 

Received long term loan on June 3, 2021

  290,000   105,830   395,830   290,000   134,910   424,910 

Received long term loan on June 4, 2021

  50,000   18,247   68,247   50,000   23,260   73,260 

Received long term loan on June 23, 2021

  30,000   10,619   40,619   30,000   13,627   43,627 

Received long term loan on July 12, 2021

  10,000   3,436   13,436   10,000   4,438   14,438 

Received long term loan on September 1, 2021

  60,000   18,937   78,937   60,000   24,953   84,953 

Received long term loan on September 22, 2021

  50,000   15,206   65,206   50,000   20,219   70,219 

Received long term loan on September 27, 2021

  50,000   15,068   65,068   50,000   20,082   70,082 

Received long term loan on September 30, 2021

  10,000   2,997   12,997   10,000   4,000   14,000 

Received long term loan on October 29, 2021

  12,138   3,445   15,583   12,138   4,662   16,800 

Received long term loan on November 9, 2021

  50,000   13,890   63,890   50,000   18,904   68,904 

Received long term loan on November 16, 2021

  140,000   38,356   178,356   140,000   52,395   192,395 

Received long term loan on November 18, 2021

  50,000   13,644   63,644   50,000   18,658   68,658 

Received long term loan on November 29, 2021

  20,000   5,337   25,337   20,000   7,342   27,342 

Received long term loan on November 30, 2021

  10,000   2,663   12,663   10,000   3,666   13,666 

Received long term loan on September 9, 2022

  100,000   4,953   104,953 

Received long term loan on October 13, 2022

  21,000   1,945   22,945   21,000   4,050   25,050 

Received long term loan on January 13, 2023

  150,000   6,329   156,329 

Received long term loan on January 19, 2023

  300,000   7,003   307,003 

Received long term loan on March 10, 2023

  10,000   115   10,115   10,000   1,118   11,118 

Received long term loan on March 14, 2023

  10,000   93   93   10,000   1,096   11,096 

Received long term loan on March 16, 2023

  10,000   82   10,082   10,000   1,085   11,085 

Returned long term loan on January 13, 2023

  (100,000

)

  (4,953

)

  (104,953

)

Received long term loan on April 17, 2023

  30,000   2,729   32,729 

Received long term loan on May 9, 2023

  10,000   789   10,789 

Total

 $1,533,138  $360,283  $1,893,421  $1,123,138  $459,079  $1,582,217 

 

13

 

On May 5, 2021, the Company issued 10,000,000 shares to an unrelated party as collateral for a loan of $200,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on April 27, 2021.

 

On May 31, 2021, the Company agreed 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed $20,000 on June 3, 2021 and $30,000 on June 23, 2021 and issued 200,000 shares on June 18, 2021 and 240,000 shares on October 28, 2021 with 60,000 shares unissued.

 

On June 18, 2021, the Company issued an aggregate of 2,850,000 shares to 5 unrelated parties as collateral for loans of $270,000. One party with a loan of $100,000 was also awarded 100,000 bonus shares beside the 1,000,000 shares. The loans have an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on June 3, 2021.

 

On June 18, 2021, the Company issued 500,000 shares to an unrelated party as collateral for a loan of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on June 4, 2021.

 

On October 28, 2021, the Company issued 80,000 shares to an unrelated party as collateral for loans of $10,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on July 12, 2021.

 

On October 28, 2021, the Company issued 1,540,000 shares to an unrelated party as collateral for loans of $60,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on September 1, 2021.

 

On October 28, 2021, the Company issued 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on September 22, 2021.

 

On November 22, 2021, the Company issued 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed in September 27, 2021.

 

14

On November 22, 2021, the Company issued 100,000 shares to an unrelated party as collateral for loans of $10,000. The loan has an annual interest rate of 20%. The principal and interest are due in one year. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on September 30, 2021.

 

14

On November 22, 2021, the Company issued 161,840 shares to an unrelated party as collateral for loans of $12,138. The loan has an annual interest rate of 20%. The principal and interest are due in one year. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on October 29, 2021.

 

On November 22, 2021, the Company issued 400,000 shares to an unrelated party as collateral for loans of $40,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 16, 2021.

 

On November 22, 2021, the Company issued 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 9, 2021.

 

On November 29, 2021, the Company issued 1,000,000 shares to an unrelated party as collateral for a loan of $100,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 16, 2021.

 

On February 2, 2022, the Company issued 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 19, 2021.

 

On February 2, 2022, the Company issued 200,000 shares to an unrelated party as collateral for loan of $20,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 29, 2021.

 

On February 2, 2022, the Company issued 100,000 shares to an unrelated party as collateral for loan of $10,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 30, 2021.

 

On September 9, 2022, the Company signed a loan agreement of $100,000 with a five-year term from an unrelated party for a freeze-dryer. The loan has an annual interest rate of 16% with the payments of $3,000 at the end of every mothmonth starting the fourth month after the Company received the proceed and the final payment of $12,000 on September 9, 2027. The Company received the proceed on September 9, 2022. This loan was returned and $4,953 of accrued interest was paid on January 13, 2023.

 

On October 13, 2022, the Company signed a loan agreement of $21,000 with Lian Chen who is an unrelated party. The loan has an annual interest rate of 20%. Total principal and interest of $42,000 are due in five years. The unrelated party would receive 2,625,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received $21,000 loan on October 13, 2022. On October 21, 2022, the Company's current majority shareholder Mike Q. Wang transferred 2,625,000 shares to Lian Chen. If after five years, Lian Chen chooses to use stocks to offset the loan, then the Company will issue 2,625,000 shares of common stock to Mike Wang.

 

15

On January 13, 2023, the Company signed a loan agreement of $150,000 with a one-year term from an unrelated party. The loan has an annual interest rate of 20%. Total principal and interest of $30,000 are due in one year.

 

15

On January 24, 2023, the Company signed a loan agreement of $300,000 with a one-year term from an unrelated party. The loan has an annual interest rate of 20%. A total principal and interest of $60,000 are due in one year.

 

On March 10, 2023, the Company signed a loan agreement of $10,000 with a three-year term from an unrelated party. The loan has an annual interest rate of 20%. Total principal and interest of $6,000 are due in three years. The unrelated party would receive 1,000,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can normally be traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of the loan will be forgiven. As of the issue of this Form 10Q, the 1,000,000 shares have not bebeen issued.

 

On March 14, 2023, the Company signed a loan agreement of $10,000 with a three-year term from an unrelated party. The loan has an annual interest rate of 20%. Total principal and interest of $6,000 are due in three years. The unrelated party would receive 1,000,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can normally be traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of the loan will be forgiven. The 1,000,000 shares waswere issued on April 18, 2023.

 

On March 16, 2023, the Company signed a loan agreement of $10,000 with a three-year term from an unrelated party. The loan has an annual interest rate of 20%. Total principal and interest of $6,000 are due in three years. The unrelated party would receive 1,000,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can normally be traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of the loan will be forgiven. The 1,000,000 shares were issued on April 18, 2023.

On April 17, 2023, the Company signed a loan agreement of $30,000 with a three-year term from an unrelated party. The loan has an annual interest rate of 20%. A total principal and interest of $18,000 are due in three years. The unrelated party would receive 6,000,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can normally be traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of the loan will be forgiven. As of the issue of this Form 10Q, 6,000,000 shares have not been issued.

On May 9, 2023, the Company signed a loan agreement of $10,000 with a three-year term from an unrelated party. The loan has an annual interest rate of 20%. A total principal and interest of $6,000 are due in three years. The unrelated party would receive 1,000,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can normally be traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of the loan will be forgiven. As of the issue of this Form 10Q, the 1,000,000 shares have not been issued.

 

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 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.

 

16

The Series A is also subject to adjustments to the Conversion Rate. If the common stock issuable on conversion of the Series A is changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the holders of the Series A shall, upon its conversion, be entitled to receive, in lieu of the common stock which the holders would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the holders if they had exercised their rights of conversion of the Series A immediately before that change.

 

In August 2016, the Company filed an amendment to its Articles of Incorporation to increase the number of authorized shares of Series A Preferred Stock from 1,000,000 to 10,000,000.

 

There were no preferred shares outstanding as of December 31, 2022September 30, 2023 and June 30, 2022.2023.

 

NOTE 9 SHAREHOLDERS DEFICIT

 

At March 31,September 30, 2023 and June 30, 2022,2023, the Company had 21,093,818,14821,107,018,148 and 21,090,218,148 shares issued and outstanding, respectively.

 

1) Shares issued for equity investment

 

On April 6, 2021, the Company issued 70,000,000 shares to a director of Imediplus as collateral in exchange for getting trust of 2,500,000 shares that is 5% of Imediplus. The transaction has not been completed by the reporting date.

 

16

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 51% of the equity of Purecell, as consideration, the Company shall issue 510,000,000 common shares to Purecell’s nominated trustee. Because the company does not have significant control over Purecell, so this is an equity investment. 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. On April 6, 2021, the Company issued 510,000,000 shares to two shareholders of Purecell Group PTY Ltd ("Purecell") in exchange of 51% of ownership of Purecell. On April 6, 2021, the Company issued 50,000,000 shares of common stock to Purecell’s project introducer as compensation for services, at fair market value of $0.00001 per share.

 

On May 11, 2021, Aussie Produce PTY LTD (“AP”) signed agreement with Purecell to invest $2,340,000 in exchange of 6% of total outstanding shares of Purecell and 35,000,000 shares of the Company owned by Purecell. Purecell will issue 6% shares to AP in exchange for the $2,340,000 investment. In addition, Purecell will issue 68,372 shares to AP and issue 71,163 shares to the Company. The Company will also issue additional 31,212,000 shares to Purecell. Purecell will use the proceeds to acquire VERITA PHARMA, which is a medicine factory. In order to complete the change of 35,000,000 shares of the Company held by Purecell to AP within the agreed time limit, and to meet the conditions that AP investment funds are in place, the Company and Purecell agreed through consultation that in order to gain time, the Company will issue an additional 35,000,000 shares for AP. On May 26, 2021, the Company issued 35,000,000 shares to shareholder of AP, at fair market value of $0.00001 per share.

 

On March 31, 2022, the Company issued 1,300,000 shares of common stock to an US individual at $0.075 per share.

 

2) Shares issued for stock compensation

 

On January 22, 2021, the Company issued an aggregate of 48,220,124 shares of common stock to 28 unrelated parties as compensation for services.None

 

The issuance of these shares was recorded at fair market value of $0.00001 per share.48,220,124 shares were issued at fair market value of $482.

On March 10, 2021, the Company issued an aggregate of 79,362,534 shares of common stock to 54 unrelated parties as compensation for services. The issuance of these shares was recorded at fair market value of $0.00001 per share. 79,362,534 shares were issued at fair market value of $794.

On April 6, 2021, the Company issued 50,000,000 shares of common stock to Purecell’s project introducer as compensation for services, at fair market value of $0.00001 per share. 50,000,000 shares were issued at fair market value of $500.

On April 7, 2021, the Company issued an aggregate of 6,621,905 shares of common stock to 12 unrelated parties as compensation for services. The issuance of these shares is recorded at fair market value of $0.00001 per share. 6,621,905 shares were issued at fair market value of $66.

On May 5, 2021, the Company issued an aggregate of 1,300,000 shares of common stock to 6 unrelated parties as compensation for services. The issuance of these shares is recorded at fair market value of $0.00001 per share. 1,300,000 shares were issued at fair market value of $13.

On May 18, 2021, the Company issued an aggregate of 7,140,000 shares of common stock to 5 unrelated parties as compensation for services. The issuance of these shares is recorded at fair market value of $0.00001 per share. 7,140,000 shares were issued at fair market value of $71.

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 8 million shares of AAGH common stock to Dr. Tsai along with certain monthly compensations and sales bonus. On May 26, 2021, the Company issued 2,000,000 shares of common stock to Dr. Tsai as compensation for services. The issuance of these shares is recorded at fair market value of $0.00001 per share. 2,000,000 shares were issued at fair market value of $20.

17

On May 26, 2021, the Company issued an aggregate of 450,000 shares of common stock to 3 unrelated parties as compensation for services. The issuance of these shares is recorded at fair market value of $0.00001 per share. 450,000 shares were issued at fair market value of $5.

On June 18, 2021, the Company issued an aggregate of 11,300,000 shares of common stock to 22 unrelated parties as compensation for services. The issuance of these shares is recorded at fair market value of $0.00001 per share. 11,300,000 shares were issued at fair market value of $113.

On February 2, 2022, the Company issued an aggregate of 10,967,465 shares of common stock to 28 unrelated parties as compensation for services.

The issuance of these shares is recorded at fair market value of $0.1195 per share. 10,967,465 shares were issued at fair market value of $1,310,612.

On April 1, 2022, the Company issued an aggregate of 75,523 shares of common stock to 1 unrelated party as compensation for services.

The issuance of these shares is recorded at fair market value of $0.0685 per share. 75,523 shares were issued at fair market value of $5,173.

On April 12, 2022, the Company issued an aggregate of 240,000 shares of common stock to 2 unrelated parties as compensation for services.

The issuance of these shares is recorded at fair market value of $0.06495 per share. 240,000 shares were issued at fair market value of $15,588.

On April 20, 2022, the Company issued an aggregate of 500,000 shares of common stock to 1 unrelated party as compensation for services.

The issuance of these shares is recorded at fair market value of $0.0595 per share. 500,000 shares were issued at fair market value of $29,750.

On May 25, 2022, the Company issued an aggregate of 46,921 shares of common stock to 1 unrelated party as compensation for services.

The issuance of these shares is recorded at fair market value of $0.0002 per share. 46,921 shares were issued at fair market value of $9.

3) Shares issued for short term loan as original issue discount

 

On March 18, 2022, the Company issued 400,000 shares of restricted shares of common stock as bonus shares to the lenders with a short term loan amount $100,000, The issuance of these shares is recorded at fair market value of $0.075 per share. 400,000 shares were issued at fair market value of $30,000.None

 

On April 12, 2022, the Company issued 240,000 shares of restricted shares of common stock as bonus shares to the lenders with a short term loan amount $60,000, The issuance of these shares is recorded at fair market value of $0.0629 per share. 240,000 shares were issued at fair market value of $15,096.

On April 14, 2023, the Company issued 1,600,000 shares of the Company stocks to the party as a reward to a short-term loan of $80,000 dated September 9, 2022. The issuance of these shares is recorded at a fair market value of $0.0090 per share, or $14,400 market value.

4) Shares issued for loan as collateral

 

None

5) Shares issued in exchange for payable balance

None

On May 5, 2021, the Company issued 10,000,000 shares to an unrelated party as collateral for a loan of $200,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on April 27, 2021.

 

18
17

 

On May 31, 2021, the Company agreed 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed $20,000 on June 3, 2021 and $30,000 on June 23, 2021 and issued 200,000 shares on June 28, 2021 and 240,000 shares on October 28, 2021 with 60,000 shares unissued.

On June 18, 2021, the Company issued an aggregate of 2,850,000 shares to 5 unrelated parties as collateral for loans of $270,000. One party with a loan of $100,000 was also awarded 100,000 bonus shares beside the 1,000,000 shares. The Company recorded the 100,000 bonus shares as stock compensation which was included in above part 2 shares issued for stock compensation. The loans have an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on June 3, 2021.

On June 18, 2021, the Company issued 500,000 shares to an unrelated party as collateral for a loan of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on June 4, 2021.

On October 28, 2021, the Company issued 80,000 shares to an unrelated party as collateral for loans of $10,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on July 12, 2021.

On October 28, 2021, the Company issued 1,540,000 shares to an unrelated party as collateral for loans of $60,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on September 1, 2021.

On October 28, 2021, the Company issued 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on September 22, 2021.

On November 22, 2021, the Company issued 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed in September 27, 2021.

On November 22, 2021, the Company issued 100,000 shares to an unrelated party as collateral for loans of $10,000. The loan has an annual interest rate of 20%. The principal and interest are due in one year. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on September 30, 2021.

On November 22, 2021, the Company issued 161,840 shares to an unrelated party as collateral for loans of $12,138. The loan has an annual interest rate of 20%. The principal and interest are due in one year. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on October 29, 2021.

19

On November 22, 2021, the Company issued 400,000 shares to an unrelated party as collateral for loans of $40,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 1, 2021.

On November 22, 2021, the Company issued 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 9, 2021.

On November 29, 2021, the Company issued 1,000,000 shares to an unrelated party as collateral for a loan of $100,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 16, 2021.

On February 2, 2022, the Company issued 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 19, 2021.

On February 2, 2022, the Company issued 200,000 shares to an unrelated party as collateral for loan of $20,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 29, 2021.

On February 2, 2022, the Company issued 100,000 shares to an unrelated party as collateral for loan of $10,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 30, 2021.

On April 14, 2023, the Company issued 1,000,000 shares each to two unrelated parties as collaterals for two loans at $10,000 each. The loans have an annual interest rate of 20%. The principals and interest are due in three years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can normally be traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principals and interest on the loans will be forgiven. The Company received the proceeds on March 14 and March 16, 2023.

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 $295,000 for product with 15,000,000 shares of common stock. The 15,000,000 shares of common stock should be transferred to the supplier, or any third party designated by the supplier within 60 days, and no later than March 30, 2022. However, as of February 21, 2023, the Company hasn’t issued any shares of common stock to the supplier for the purchase of products.

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 $1,100,000 for product with 35,000,000 shares of common stock. The 35,000,000 shares of common stock should be transferred to the supplier, or any third party designated by the supplier within 60 days, and no later than March 30, 2022. However, as of February 21, 2023, the Company hasn’t issued any shares of common stock to the supplier for the purchase of products.

20

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 51% of the equity of Purecell, as consideration, the Company shall issue 510,000,000 common shares to Purecell’s nominated trustee. Because the company does not have significant control over Purecell, so this is an equity investment. 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. On April 6, 2021, the Company issued 510,000,000 shares to two shareholders of Purecell Group PTY Ltd (“Purecell”("Purecell" ) in exchange of 51% of ownership of Purecell. On April 6, 2021, the Company issued 50,000,000 shares of common stock to Purecell’s project introducer as compensation for services, at fair market value of $0.00001 per share.

 

On May 11, 2021, Aussie Produce PTY LTD (“AP”) signed agreement with Purecell to invest $2,340,000 in exchange of 6% of total outstanding shares of Purecell and 35,000,000 shares of the Company owned by Purecell. Purecell will issue 6% shares to AP in exchange for the $2,340,000 investment. In addition, Purecell will issue 68,372 shares to AP and issue 71,163 shares to the Company. The Company will also issue additional 31,212,000 shares to Purecell. Purecell will use the proceeds to acquire VERITA PHARMA, which is a medicine factory. In order to complete the change of 35,000,000 shares of the Company held by Purecell to AP within the agreed time limit, and to meet the conditions that AP investment funds are in place, the Company and Purecell agreed through consultation that in order to gain time, the Company will issue an additional 35,000,000 shares for AP. On May 26, 2021, the Company issued 35,000,000 shares to shareholder of AP, at fair market value of $0.00001 per share.

 

The following table summarizes the income statement of Purecell.

(at an average exchange rate of 0.67706 for the quarter from 1/1/2023 to 3/31/2023)

 

  

From 1/1/2023 to

 
  

3/31/2023

 
  

(Unaudited)

 

Sales

 $73,389 

Gross profit

  73,099 

Net loss

  (35,095)

51% share

  (17,899)

From 07/01/2023 to

09/30/2023

(Unaudited)

Sales

$-

Gross profit

22,869

Net loss

(67,871)

51% share

(36,614)

 

The following table provides the summary of equity investment in Purecell.

(at an exchange rate of 0.66976 at the close day of March 31, 2023)

 

 

As of March 31,

 
 

2023

  

As of September 30, 2023

 
 

(Unaudited)

  

(Unaudited)

 

Total assets

 $2,212,926  $3,223,885 

Net assets

  1,535,486   2,248,575 

51% ownership

  783,098   1,146,773 

Beginning balance of investment

  5,450   5,450 

Loss on equity investment

  (5,450)  (5,450)

Ending balance of investment

  -   - 

 

NOTE 11 INCOME TAXES

 

As of December 31, 2022,September 30, 2023, the Company had federal and California income tax net operating loss carryforwards of approximately $6.2$6.5 million. These net operating losses will begin to expire 20 years from the date the tax returns are filed.

 

Uncertain Tax Positions

 

Interest associated with unrecognized tax benefits are classified as income tax, and penalties are classified in selling, general and administrative expenses in the statements of operations. For the ninethree months ended March 31,September 30, 2023 and 2022, 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.

 

18

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 $4,655.64. The operating lease is listed as separate line item on the Company’s condensed consolidated financial statements and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make lease payments are also listed as a separate line item on the Company’s condensed consolidated financial statements.

 

21

The Company has entered into an operating lease agreement with SoCal Industrial LLC, Irwindale. The lease term of the office space is from June 15, 20211, 2023 to May 31, 2024 after the prior lease expired on May 31, 2023. The current monthly rent including monthly management fee is $1,643.16.$1,764.00. The operating lease is listed as a separate line item on the Company’s condensed consolidated financial statements and representrepresents the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make lease payments areis also listed as a separate line item on the Company’s condensed consolidated financial statements.

 

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 March 31,September 30, 2023, and 2022, the Company recognized approximately $18,104 and $13,967$20,277 in total lease costs, respectively. For the nine months ended March 31, 2023 and 2022, the Company recognized approximately $60,637 and $41,901 in total lease costs, respectively.costs.

 

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:

 

 

Nine months ended

  

Three months ended

September 30, 2023

 
 

March 31, 2023

     

Cash paid for operating lease liabilities

 $56,689  $18,896 

Weighted-average remaining lease term

  0.54   1.04 

Weighted-average discount rate

  5%  5%

Minimum future lease payments

 $40,532  $23,423 

 

The following table presents the amortization of the Company’s lease liabilities under ASC 842 for each of the following years ending December 31:September 30:

 

2023

 $40,532  $14,603 

2024

  -   8,820 

2025

  -   - 

2026

  -   - 

Total minimum payments

  40,532   23,423 

Less: imputed interest

  (710)  (319)

Total lease liability

  39,822   23,104 

Less: short-term lease liability

  (39,822

)

  (23,104)

Long-term lease liability

 $-  $- 

 

NOTE 13 CONCENTRATION

 

Major vendors

 

For the three monthsyear ended March 31,September 30, 2023, no vendor accounted for 10% or more of the Company’s purchases.

For the nine months ended March 31, 2023, 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:year-end dates.

          

As of

 
  

For the nine months ended

  

March 31,

 
  

March 31, 2023

  

2023

 
      

Percentage of

  

Account

 

Supplier

 

Purchases

  

total Purchases

  

Payable

 

Supplier A

 $21,290   64% $- 

Supplier B

  7,000   21% $- 

Supplier C

  5,098   15% $- 

 

22
19

 

NOTE 14 SUBSEQUENT EVENTS

 

On May 3,July 23, 2023, the Company, receivedSHOWA International Pty Ltd. (“SHOWA”), and Jeffery Tu & Eric Hsu, entered into a deposit of $60,000 for an order of 1,000 bottlesCooperation Agreement (the “Agreement”), in which three parties shall establish a strategic partnership in Japan to produce and promoting Bio-active Protein Peptide in Japan. SHOWA, as a Japanese based company, shall use its best effort in promoting the Company’s Bio-active Protein Peptide and related products in Japan, and shall be in charge of the Companyoverall marketing strategy, day-to-day business operations, products atdesign, public relations, etc. As the priceCompany’s exclusive strategic partner in Japan, SHOWA shall be responsible for marketing and promoting all of $102 a bottle. The order will be deliveredthe Company’s Bio-active Protein Peptide and related products within the territory of Japan and other mutually agreed regions. In addition, SHOWA shall achieve the following milestones in sales during the next four-year period of time: 150,000 bottles during year one, 300,000 bottles during year two, 600,000 during year three, months.1,000,000 bottles during year four.

 

On May 10,October 04, 2023, the Company signedentered into a loan agreementNew Drugs Application and Joint Venture Agreement (the “Agreement”), with CIMC Automatic Control System Technology (Liaoning) Co., Ltd. (“CIMC”), in which both parties agree to establish a joint venture in Beijing, China aiming to develop and promote the Bio-active Protein Peptide supplements and Peptide medicinal in China (“New Venture”). Upon execution of $10,000 with a three-year term from an unrelated party.the Agreement, the Company shall contribute its technologies and marketing assistance, and owns 30% of total outstanding shares of the New Venture; CIMC shall contribute all required working capital and other resources and owns 70% of total outstanding shares of the New Venture. The loan has an annual interest ratetotal registered capital of 20%. Total principalthe New Venture shall be $10 million RMB. CIMC shall also be responsible for all required capital in the new drugs application and interestapproval process which is approximately 200 million RMB. Both parties further agree that the New Venture shall distribute 10% of $6,000 are due in three years. The unrelated party would receive 1,000,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returnedits net profit to the Company after the principalannually for R&D and interest are paid in full. During the investment period, if the stock can normally be traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of the loan will be forgiven. As of the issue of this Form 10Q, the 1,000,000 shares have not been issued.

On May 10, 2023, the Company signed a loan agreement of $30,000 with a three-year term from an unrelated party. The loan has an annual interest rate of 20%. Total principal and interest of $6,000 are due in three years. The unrelated party would receive 6,000,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can normally be traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of the loan will be forgiven. As of the issue of this Form 10Q, the 6,000,000 shares have not been issued.

product productions.

 

23
20

 

Item 2. Managements 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.

 

The company has been focusing on a few new nutritional supplementary developed based on Dr. Tsai’s registered patents for months since beginning of 2023.

Results of Operations

 

Results of Operations for the three and nine months ended March 31,September 30, 2023 compared to the three and nine months ended March 31,September 30, 2022.

 

Sales amounted to $39,452$13,808 and $2,744$51,938 for the three months ended March 31, 2023 and 2022, respectively. Sales amounted to $129,620 and $158,424 for the nine months ended March 31,September 30, 2023 and 2022, respectively.

 

Cost of goods sold amounted to $190$177 and $360$27,500 for the three months ended March 31,September 30, 2023 and 2022, respectively. Cost of goods sold amounted to $35,688 and $1,551,367 for the nine months ended March 31, 2023 and 2022, respectively. The decrease was mainly due to the Company current products are lab research generated with lower cost ingredients.

 

Gross profit amounted to $39,262$13,631 and $2,384$24,428 for the three months ended March 31, 2023 and 2022, respectively. Gross profit amounted to $93,962 and $(1,392,943) for the nine months ended March 31,September 30, 2023 and 2022, respectively.

 

Operating expenses incurred for the three months ended March 31, 2023 and 2022 were $150,996 and $649,641, respectively. Operating expenses incurred for the nine months ended March 31,September 30, 2023 and 2022 was $428,994$88,569 and $1,305,821,$152,659, respectively. The decrease was mainly due to decreased payroll expenses, rent expenses, advertising, and professional expenses.

24

 

Our net loss for the three months ended March 31,September 30, 2023 and 2022 was $213,647$156,980 and $609,530, respectively. Our net loss for the nine months ended March 31, 2023 and 2022 was $534,522 and $2,741,861,$192,754, 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.

21

 

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 ninethree months ended March 31,September 30, 2023, the Company recorded a net loss of $534,522,$156,980, used cash to fund operating activities of $611,788$120,808 and at March 31,September 30, 2023, had a shareholders’ deficit of $4,356,932.$4,680,038. For ninethe three months ended March 31,September 30, 2022 the Company recorded a net loss of $2,741,861,$192,754, used cash to fund operating activities of $1,318,932$143,244 and at June 30, 2022,2023, had a shareholders’ deficit of $3,860,481.$4,525,836. 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 ninethree months ended March 31,September 30, 2023 were primarily met by loans and advances from the current majority shareholder. As of March 31,September 30, 2023, we had a cash balance of $55,568.$54,626. 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 sixthree months ended December 31, 2022September 30, 2023 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern.

 

Liquidity and Capital Resources for the ninethree months ended March 31,September 30, 2023 compared to the ninethree months ended March 31,September 30, 2022

 

 

For the Nine months Ended December 31

  

For the Three Months Ended September 30

 
 

2023

  

2022

  

2023

  

2022

 

Summary of Cash Flows:

 

(Unaudited)

  

(Unaudited)

  

(Unaudited)

  

(Unaudited)

 
                

Net cash used in operating activities

 $(611,788) $(1,318,932) $(120,808) $(143,244)

Net cash used in investing activities

  (44,420)  (16,852)  -   - 

Net cash provided by financing activities

  648,668   1,045,952   118,506   155,097 

Effect of exchange rate change on cash

  465   -   2,778   76 

Net increase (decrease) in cash

  (7,075)  (289,832)  476   11,929 

Cash beginning of period

  62,643   396,136   54,150   62,643 

Cash end of period

 $55,568  $106,304  $54,626  $74,572 

 

Operating Activities

 

Net cash used in operating activities was $611,788$120,808 for the ninethree months ended March 31,September 30, 2023, a decrease of $707,144$22,436 compared to cash used in operating activities of $1,318,932$143,244 for the ninethree months ended December 31, 2021.September 30, 2022. The decrease in net cash used in operating activities was mainly due to a decrease in accounts payable, inventory,net loss and customer advances,deposit, offset by an increase in other payable and customer advances for the ninethree months ended March 31,September 30, 2023 compared to the same period in 2021.2022.

 

Investing Activities

 

Net cash used in investing activities are $44,420 and $16,852 for the nine months ended March 31, 2023 and 2022, respectively for purchases of equipment in connection with our business activities.None.

 

25
22

 

Financing Activities

 

Net cash provided by financing activities was $648,669$476 for the ninethree months ended March 31,September 30, 2023, compared to $1,045,952$155,097 net cash provided by financing activities for the ninethree months ended March 31,September 30, 2022. The decrease in net cash provided by financing activities for the ninethree months ended March 31, 2023September 30, 2022 was primarily attributable to a decrease in amount short term loan and long term loan.

 

Financial Position

 

As of March 31,September 30, 2023, we had $55,568$54,626 in cash, negative working capital of $2,398,321$3,337,845 and an accumulated deficit of $4,356,932.$4,680,038. As of June 30, 2022,2023, we had $62,643$54,150 in cash, negative working capital of $2,560,837$2,912,470 and an accumulated deficit of $3,860,481.$4,525,836.

 

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 ninethree months ended March 31,September 30, 2023 and 2022, the Company has not made provision for inventory in regards to slow moving or obsolete items. As of March 31,September 30, 2023 and June 30, 2022, inventories amounted to $113,759$108,174 and $116,060,$108,351, 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.

 

23

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.

26

 

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 ninethree months ended March 31,September 30, 2023 and 2022, 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 March 31,September 30, 2023 and June 30, 2022.20232.

 

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.

 

27

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.

 

24

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.September 30, 2023. 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 March 31,September 30, 2023 that have materially affected or are reasonably likely to materially affect our internal controls.

 

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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

 

31.1

Certification of CEO and CFO. Filed herewith.

32.1

Certification pursuant to 18 U.S.C. Section 1350 of CEO and CFO. Filed herewith.

101.INS*

Inline XBRL Instance Document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Definition

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

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SIGNATURES

 

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

 

AMERICA GREAT HEALTH

  

Dated: November 17, 2023

By: /s/ Quinn Chen

Dated: May 18, 2023By:/s/ Quinn Chen 

Quinn Chen

Chief Financial Officer

 

 

 

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