As filed with the Securities and Exchange Commission on March 26 2015May 9, 2017.

Registration No. ________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A#1

S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Global Technologies Corp.

(exactExact name of Registrantregistrant as specified in its charter)

c/o Yair David Guttman83 South Street, Suite 101

Maale Amos 40
Maale Amos, 90966 Israel
Freehold, New Jersey 07728

(917) 930-8118

(Address, including zip code, and telephone number, including area code,

of Registrant'sregistrant’s principal executive offices)

Global Technologies Corp.David Jin, CEO and President

108 West 13^th83 South Street, Suite 101

Wilmington, Delaware 19801Freehold, New Jersey 07728

Tel. 302-266-9367 - 302-266-9367(917) 930-8118

(Name, address, including zip code, and telephone number,

Including including area code, of agent for service)

CopiesUpon the Effective Date of communicationthis Registration Statement.

Thomas J. Craft, Jr., Esq.

5420 North Ocean Blvd.

Suite 2102

Singer Island, FL 33404

Fax: 561-848-2279

and

Office of Richard Rubin

40 Wall Street, 28th Floor

New York, NY 10005

Fax: 212-658-9867

to:

(Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this Registration Statement.public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [x]box:x

If this Form is filed to register additional securities for an Offeringoffering pursuant to Rule 462(b) under the Securities Act, of 1933, please check the following box and list the Securities Act Registration Statementregistration statement number of the earlier effective Registration Statementregistration statement for the same Offering. [ ] offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, of 1933, check the following box and list the Securities Act Registration Statementregistration statement number of the earlier effective Registration Statementregistration statement for the same Offering. The Offering will terminate 180 days after this Registration Statement is declared effective by the Securities and Exchange Commission. [ ]offering.o

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

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. ☐

Calculation of Registration Fee

(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee.

Global Technologies Corp. (the "Registrant," "we," "us," "our" or the "Company") does not intend to escrow any funds received through this Offering. Upon the receipt of funds as the result of a completed sale of Shares of our common stock, par value $0.0001 per share (the "Shares") being offered pursuant to an effective Registration Statement (the "Registration Statement"), those funds will be placed into our corporate bank account and may be used at the discretion of the management, from time to time (as per Item 501(b)(8)(iii) of Regulation S-K).

The Registrantregistrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statementthe registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND IS The Issuer and the Selling Shareholders are offering the securities on a self-underwritten, best efforts basis, which is intended to end 180 days from the effective date of this registration statement, unless earlier terminated by the sale of all 20,000,000 shares or the Board of Directors determines that it is in the best interest of the Issuer to terminate the offering. The Issuer and Selling Shareholders are making this offering without the involvement of underwriters or broker-dealers.  There are no minimum purchase requirements, and there are no arrangements to place the funds in an escrow, trust, or similar account. All sales of the securities offered by the Issuer and Selling Shareholders are final at the time of sale.

SUBJECT TO COMPLETION, ANDDATED MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Preliminary Prospectus Subject To Completion: Dated March 26 20159, 2017

Global Technologies Corp.

Up to a Maximum of 1,000,000 Shares of Common Stock at a Price of $0.04 Per SharePROSPECTUS

Global Technologies Corp. (the "Registrant," "we," "us," "our" orThis prospectus relates to the "Company") is offering forissuance and sale a maximum of 1,000,000up to 20,000,000 shares of common stock, $0.0001 par value $0.0001 (the "Shares"per share at an offering price of $1.00 per share, of Avalon GloboCare Corp. (f/k/a Global Technologies Corp.) in a self-underwritten offering by our management directly(“Avalon GloboCare”) and to the public (the "Offering")resale of up to 1,090,500 shares of common stock that may be sold by the selling stockholders identified in this prospectus from time to time at a priceprevailing market prices or as privately negotiated, as applicable; for an aggregate offering of $0.04 per Share (the "Offering Price"). There is no minimum amount1,090,500 shares of Shares that we must sellcommon stock. These selling stockholders, together with their transferees, are referred to throughout this prospectus as “selling stockholders.” We may receive up to $20,000,000 in our direct, self-underwritten Offering and, as a result, no minimum amount of proceeds need to be raised from the Offering. No arrangements have been made to place any investor funds into escrow or any similar account and, upon receipt, all Offering proceeds will be deposited into our operating account and used to fund our business and operations.

Because our Offering is being made directly by management, theOffering is without any underwriting discounts or commissions. The purchase price is $0.04 per share. If all 1,000,000 Shares are not sold within 180 days from the date hereof, (which may be extended an additional 90 days at our sole discretion), the Offering for the balance of the Shares will terminate and no further Shares will be sold. If all of the Shares offered by us are purchased, the gross proceeds to us will be $40,000. This is our initial public offering and no public market currently exists for Sharessale of our common stock. stock in this offering if all 20,000,000 newly issued shares are purchased by third party investors. The shares purchased in this offering from our company will be subject to a lock-up whereby 75% of the shares may not be sold or transferred in any way until December 31, 2018. We will not receive any of the proceeds if the selling stockholders identified in this prospectus sell their shares.

We intend forOur stock is quoted on OTCQB under the symbol “AVCO.” On May 8, 2017, the last reported sale price of shares of our common stock to be offered and sold by our Officers and Directors. Such persons will not be paid any commissions for such sales. on the OTCQB Marketplace was $0.75.

We will pay all of the expenses incurredincident to the registration of the shares offered under this prospectus, except for sales commissions and other expenses of selling stockholders applicable to the sales of their shares. The shares may be offered for sale from time to time by the selling stockholders acting as principal for their own accounts or in brokerage transactions at prevailing market prices or in transactions at negotiated prices. No representation is made that any shares will or will not be offered for sale. It is not possible at the present time to determine the price to the public in any sale of the shares by the selling stockholders and the selling stockholders reserve the right to accept or reject, in whole or in part, any proposed purchase of shares. Accordingly, the public offering price and the amount of any applicable underwriting discounts and commissions will be determined at the time of such sale by the selling stockholders.  See “Selling Stockholders” and “Plan of Distribution” in this Offering, including legal, accountingprospectus.

An investment in our common stock is speculative and filing fees, amonginvolves a high degree of risk. Investors should carefully consider the risk factors and other expenses, which are estimated to total approximately$11,500_____.uncertainties described in this prospectus before purchasing our common stock. See “Risk Factors” beginning on page 5.

The OfferingWe are an “emerging growth company” under the federal securities laws and will will commencebe subject to reduced public company reporting requirements.  Investing in our stock involves risks. You should carefully consider the Risk Factors beginning on the date that the Securities and Exchange Commission (the "SEC") declarespage 4 of this Registration Statement effective (the "Effective Date") and wil terminate 180 days after this Registration Statement is declared effective by the SEC (the "Offering Period"). However, we may extend the Offering Period for up to 90 additional days following the expiration of the 180 day Offering Period.

At present, our Shares of common stock are not traded on any public market or securities exchange, and we have not applied for listing or quotation on any public market.

THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS" .prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL, ACCURATE, OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

BECAUSE THERE IS NO MINIMUM NUMBER OF SHARES REQUIRED TO BE SOLD IN ORDER TO CLOSE THIS OFFERING, PROCEEDS FROM THIS OFFERING WILL NOT BE HELD IN ESCROW AND WILL BE IMMEDIATELY AVAILABLE FOR OUR USE, WITHOUT CONDITION, REGARDLESS OF THE AMOUNT OF PROCEEDS RAISED. IF WE FILE FOR BANKRUPTCY PROTECTION, OR A PETITION FOR INVOLUNTARY BANKRUPTCY IS FILED BY CREDITORS AGAINST US, YOUR FUNDS WILL BECOME PART OF THE BANKRUPTCY ESTATE AND ADMINISTERED ACCORDING TO THE BANKRUPTCY LAWS. AS SUCH, YOU WILL LOSE YOUR INVESTMENT AND YOUR FUNDS WILL BE USED TO PAY CREDITORS. THE COMPANY WILL NEED TO RAISE NET PROCEEDS OF APPROXIMATELY $8,500 IN ORDER TO ALLEVIATE THE NEED TO FILE FOR PROTECTION UNDER BANKRUPTCY LAWS UNDER THE UNITED STATES BANCRUPCY CODE AS AMOUNTS RAISED LESS WILL CAUSE THE BUSINESS TO FAIL IF THE DIRECTOR WILL BE UNABLE TO FUND THE COMPANY.

The information indate of this prospectus is not complete and may be changed. ________________, 2017.

TABLE OF CONTENTS

AVAILABLE INFORMATION

This prospectus is included inconstitutes a part of a registration statement on Form S-1 (together with all amendments and exhibits thereto, the Registration Statement that was“Registration Statement”) filed by us with the Securities and Exchange Commission ("SEC"). We may not sell these securities until the Registration Statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The Company is a SHELL Company as defined in Rule 405 pof Regulation C romulgated by the SEC under the Securities Act.Act of 1933, as amended (the “Securities Act”). As permitted by the rules and regulations of the SEC, this prospectus omits certain information contained in the Registration Statement, and reference is made to the Registration Statement and related exhibits for further information with respect to Avalon GloboCare Corp. (f/k/a Global Technologies Corp.) (“Avalon” or “Avalon GloboCare”) and the securities offered hereby. Any statements contained herein concerning the provisions of any document filed as an exhibit to the Registration Statement or otherwise filed with the SEC are not necessarily complete, and in each instance reference is made to the copy of such document so filed. Each such statement is qualified in its entirety by such reference.

The date of this preliminary prospectus is March 26 2015

“Dealer Prospectus Delivery Obligation

UntilThrough and including ________, 201_,2017 all dealers that effect transactions in these securities, whether or not participating in this Offering,offering, may be required to deliver a prospectus. This is in addition to the dealers'dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.”

TABLE OF CONTENTS

Prospectus Summary

The following summary highlights selected material information contained in this prospectus and any free writing prospectus prepared by or on behalf of us that we have referred to you. We and the selling stockholders have not, authorized anyone to provide you with additional or different information from that contained in this prospectus. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information youthat may be important to you. You should read this entire prospectus and should consider, before investing inamong other things, the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, thematters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and our consolidated financial statements and therelated notes to the financial statements.

Our Company

All references to "we," "us," "our," or similar terms usedthereto appearing elsewhere in this prospectus referbefore making your investment decision.

Unless the context otherwise requires, any reference to Global Technologies"Avalon GloboCare", "Avalon ", “we,” “us,” or “our” refers to Avalon GloboCare Corp. Our fiscal year ends on December 31.and its subsidiaries, a Delaware corporation.

Overview

Avalon GloboCare is dedicated to integrating and managing global healthcare services and resources, as well as empowering high-impact biomedical innovations and technologies to accelerate their clinical applications. Operating through twomajor platforms, namely “Avalon Cell”, “and “Avalon Rehab”, our “Technology + Service” ecosystem covers the areas of regenerative medicine, cell-based immunotherapy, exosome technology, and rehabilitation medicine. We plan to integrate these services through joint ventures and accretive acquisitions that bring shareholder value both in the short term, through operational entities as part of Avalon Rehab, and long term, through biomedical innovation development as part of Avalon Cell.

We werecurrently produce revenue through related party strategic relationships in the Peoples Republic of China (“China”) that provide consultative services in advanced areas of immunotherapy and second opinion/referral services. Our services include research studies; executive education; daily online executive briefings; tailored expert advisory services; and consulting and management services. We typically charge an annual fee. Through our services we attempt to focus our clients on important problems by providing an analysis of the evolving healthcare industry and the methods prevalent in the industry to solve those problems through counsel, business planning and support.

The value of the Renminbi ("RMB"), the main currency used in China, fluctuates and is affected by, among other things, changes in China's political and economic conditions. The conversion of RMB into foreign currencies such as the U.S. dollar have generally been based on rates set by the People's Bank of China, which are set daily based on the previous day's interbank foreign exchange market rates and current exchange rates on the world financial markets.

Corporate History

Avalon was incorporated inunder the laws of the State of Delaware on July 28, 20142014. On October 18, 2016, the Company changed its name to Avalon GloboCare Corp. and completed a reverse split of its shares of common stock at a ratio of 1:4. Avalon owns 100% of the capital stock of Avalon Heathcare Systems, Inc., a Delaware company (“AHS”) which it acquired on October 19, 2016 for the purpose of acquiring U.S. based healthcare companies. AHS was incorporated on May 18, 2015 under the laws of the State of Delaware. Considering that, following the acquisition, the AHS shareholders controlled the majority of our outstanding voting common stock and we effectively succeeded our otherwise minimal operations to those that are theirs, AHS is considered the accounting acquirer in this reverse-acquisition transaction.  A reverse-acquisition transaction is considered, and accounted for as, a development stage company. Our Company's business plan involves the development of a software solution that will connect via Bluetooth or similar technology (our "Back Office Software") to a Tablet or iPad thatcapital transaction in substance; it is connectedequivalent to the cash register at a wide varietyissuance of retail outlets (our "Vendors"). Our plan is to market and sell Vendors licensesAHS securities for our Back Office Software to Vendors based uponnet monetary assets, which are deminimus, accompanied by a Vendoryearly service package. The Back Office Software will run on a standard Tablet, connected via Bluetooth, cable,recapitalization. Accordingly, we have not recognized any goodwill or other technology tointangible assets in connection with this reverse acquisition transaction. AHS is the Vendor’s computerized cash register. Vendors will havesurviving and continuing entities and the option for using other devices such as an iPad or laptop.

In standard operation, afterhistorical financials following the cash register tallies the total purchase for each client, the receipt is saved to the network where it can be accessed at any time. For our solution, the Vendor will configure the cash register to save the receipt to the Tablet (or other device, as detailed above). The receipt will automatically be saved in a file with a configurable name to include such elements as the time and date, name of the store, etc. The Back Office Software running on the Tablet will archive the receipt. It will also transfer it to theapplication running on the end user’s iPhone or similar device ("SmartPhone". The transferreverse acquisition transaction will be accomplished by Bluetooth or through usethose of AHS.  We were a cable connection. Once"shell company" (as such term is defined in Rule 12b-2 under the receipt is transferredSecurities Exchange Act of 1934, as amended) immediately prior to the purchaser’s Smartphone, in a non-editable format such as an image or protected PDF format, it will be logged into the Front Office. The end user can configure the Front Office applicationour acquisition of AHS pursuant to store receipts by month, location or other customizable settings. Each receipt will be saved under a unique file name which will should include the date and time stamp. One of the main benefits of this solution will be the elimination of a paper receipt. Once the receipt has been transferred to the purchaser electronically, there is no need to print the receipt at the store and it is less likely that the receipt will be misplaced. The Front Office application, located on the purchaser’s Smartphone, will have an interface for the end-user that will enable them to sort, view, delete or email receipts that have been saved to their iPhone. In this way, the end-user should be able to print the receipt if necessary, but avoid printing and save paper, if the receipt is only used for reference purposes.

To promote the solution, initially planned for iOS operating systems running on iPhone and iPad devices, the Company will create a website from which Vendors can purchase the Back Office and from which users can download the Front Office application, which we believe will be offered at no cost. The company will generate income via a yearly service charge to Vendors and advertisements that appear while the application is in use.

While the Company's operations will be based in Israel, we anticipate that our Back Office Solutions can and will be marketed globally. The Company also expects to build a website which will serve as both a base for marketing as well as offers of customer service. The website, which has not been designed yet, should include a Knowledge Base with articles detailing use and benefits of the application and may include a Partner Portal to allow Vendors to sign up and get additional technical support regarding setup and configuration of the Back Office application required to communicate between the store’s computer cash register and the tablet hosting the back office application. The company plans to work with an outside development team and web developer to create the guidelines for an initial design, or prototype, of the full solution, including the Back and Front Office parts of the solution, and then license the idea to a third party for development, global marketing, and management. At this time, we do not anticipate any hardware-related requirements other than a standard device such as a laptop or tablet that will connect via USB to the Vendor’s cash register, and the end-user’s personal Smartphone, currently planned for iOS systems running on iPhone devices.

It is likely that we will have to engage marketing and social media experts to determine the best way to promote the application, the website, and the brand of our offering. In later stages of the development of the product, development teams may be needed to assess the feasibility of also developing this solution for Android-based devices such as standard Tablets and Smartphones. We will also need to hire user interface experts to optimize the graphic user interface of both the Back Office Software and the Front Office application seen by iPhone and iPad users.

In addition to application-specific advertising on the website and within the end-user application, we plan to monetize the site through several means including topic-based advertisement; local, national, global and corporate sponsors, and more. While the base service will be free to end-users, additional for-pay services may be added both on the site and for the Vendors. Cloud-based service accounts can be offered to end-users to enable them to store their records in a place that can then be accessed by their other devices and computers simply by logging into the repository and accessing a secure, password-protected account. Our third party licensing partner will need to define the terms of this service in termsthe Share Exchange Agreement.  As a result of cost, lengthsuch acquisition, our operations shifted to that of time the service is offered, etc.. A full set of for-pay end-user benefits will need to be discussed with the development agency we hire. SomeAHS. In addition, Avalon owns 100% of the initially planned features may need to be shifted to later development cycles. Certain featurescapital stock of Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), which is a wholly foreign-owned enterprise organized under the proposedlaws of China. Avalon Shanghai was incorporated on April 29, 2016 and is engaged in medical related consulting services for both Vendorcustomers. On February 7, 2017, Avalon formed Avalon RT 9 Properties, LLC, a New Jersey limited liability company, and end-users may not be developed without proper funding.on January 23, 2017, Avalon incorporated Avalon (BVI) Ltd, a British Virgin Island company

The Company has no full time employees, and our sole Executive Officer, Yair David Guttman, intends to devote approximately twenty (20) hours per week to the business activities of the Company.

Our Direct Public Offering

We are offering for sale up to a maximum of 1,000,000 Shares of our common stock directly to the public. There is no underwriter involved in this Offering. We are offering the Shares without any underwriting discounts or commissions. The purchase price is $0.04 per share. If all of the Shares offered by us are purchased, the gross proceeds before deducting expenses of the offering will be up to $40,000. The expenses associated with this offering are estimated to be $11,500 or approximately 29% of the gross proceeds of $40,000 if all the Shares offered by us are purchased. If all the Shares offered by us are not purchased, then the percentage of offering expenses to gross proceeds will be higher and a lower amount of proceeds will berealized from this offering.

This is our initial public Offering, and no public market currently existsprospectus relates to an aggregate of 1,090,500 shares of common stock of Avalon GloboCare that may be offered for Sharessale by the persons named in this prospectus under the heading “Selling Stockholders.” The selling stockholders are third party investors who acquired shares in private placements of our common stock. We can offer no assurance that an active trading market will ever develop for our common stock.

The Offering Period, as defined above, will terminate 180 days afterAdditionally, this Registration Statement is declared effective byprospectus relates to the SEC, unless, in the Company's sole discretion, the Offering Period is extended for an additional 90 days. . However, we may extend the Offering forissuance and sale of up to 90 days following the six month Offering period.

The Offering20,000,000 shares of common stock of Avalon GloboCare at $1.00 per share.

This The above Offering Price of $1.00 per share has been arbitrarily determined by our company. It bears no relation to our assets, book value, or any other customary investment criteria, including our prior operating history. Among factors considered by us in determining the offering price were our lack of operating history, the proceeds to be raised by the offering, our relative cash requirements, estimates of our business potential, the limited financial resources of our company, the amount of equity and control desired to be retained by the present stockholders.  There is a self-underwritten public Offering, with no minimum number of shares that must be sold in this offering.   In the event that all shares are sold under this prospectus by our company, persons who purchase requirement. Sharesshares will own 20,000,000 shares of common stock out of 84,628,622 shares of common stock outstanding, or 23.6%.  However, in the event that only 5,000,000 shares are sold under this prospectus by our company, our investors will own 5,000,000 out of 69,628,622 shares of common stock or 7.2%.  There is no minimum number of shares that must be offered onsold in this offering.  As a best efforts basis, andresult, we do not intend to use an underwriter for this Offering. We do not have an arrangement to placewill retain the proceeds from this Offering in an escrow, trust, or similar account. Anyany funds raised fromand the Offeringproceeds will not be returned to the investor.  In the event that we only raise a minimum amount under this offering, we will immediately utilize the proceeds.  As a result, if you are an initial investor and we fail to raise additional proceeds, your investment will be immediately availablerendered worthless.  For example, if we only sell $1,000,000 (5% of the offering), we will utilize the proceeds in our operations but we will not be able to us forimplement our immediate use.business plan to any meaningful extent rendering your investment worthless.

Selected Financial Data

As used in this prospectus, references to the "Company," "we," "our," or "us" refer to Global Technologies Corp., unless the context otherwise indicates.

A Cautionary Note on Forward-Looking Statements

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will”, “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform to actual results.

Selected Summary Financial Data

This table summarizes our operating and balance sheet data as of the periods indicated. You should read thisThe following summary financial data should be read in conjunction with “Management’s Discussion and Analysis” and the "PlanFinancial Statements and Notes thereto, included elsewhere in this Prospectus. We have derived the summary consolidated financial data for the year ended December 31, 2016 and as of Operations" andDecember 31, 2016 from our audited consolidated financial statements and notes theretothat are included elsewhere in this prospectus.

Consolidated Statement of Operations Data:

Consolidated Balance Sheet Data:

RISK FACTORS

ThisAn investment hasin our common stock involves a high degree of risk. Before you invest, youYou should carefully consider the following risk factors in addition to other information in this prospectus, including the financial statements and the related notes thereto. The risks and uncertainties described below are those that are currently deemed to be material and the other information in this prospectus.specific to our Company and industry. If any of the followingthese risks actually occur, our business operating resultsmay be adversely affected, and financial condition could be harmed and the value of our stock could go down. This means you couldmay lose all or part of your investment.

RISKS RELATING TO OUR COMPANYGeneral Operating and Business Risks

Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

We are subjectdid not begin operations of our business through AHS until May 2015.  We have a limited operating history and limited revenue.  As a consequence, it is difficult, if not impossible, to allforecast our future results based upon our historical data.  Reliance on the historical results may not be representative of the risks inherent in the establishment of a new business enterprise. We were established on July 28, 2014, and we plan to develop a Front and Back Office Software solution to enable iPhone users to receive electronic copies of purchase receipts from registered Vendors, replacing standard paper receipts. To bring our solution to market,results we will needachieve, particularly in our combined form.  Because of the uncertainties related to hireour lack of historical operations, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues or expenses.  If we make poor budgetary decisions as a development team,result of unreliable historical data, we could be less profitable or incur losses, which may result in a marketing team, and one or more social media experts that will be responsible for promotion on an ongoing basis. Wedecline in our stock price. 

Our results of operations have not generated any revenues, nor haveresulted in profitability and we realized a profit from our operations to date, and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon the successful marketing of our solution. We may not be able to successfully carry outachieve profitability going forward.

We incurred a comprehensive loss amounting to $38,987 for the year ended December 31, 2016.  If we incur additional significant losses, our business.stock price, may decline, perhaps significantly. Our management is developing plans to achieve profitability.  Our business plan is speculative and unproven. There can beis no assurance that we will ever achieve any revenuesbe successful in executing our business plan or profitability. Accordingly,that even if we successfully implement our prospects mustbusiness plan, that we will be consideredable to curtail our losses now or in light of the risks, expenses, and difficulties frequently encountered in establishingfuture. Further, as we are a new business in our industry,enterprise, we expect that net losses will continue and our Company is a highly speculative venture involving significant financial risk.working capital deficiency will exacerbate.

We depend upon key personnel and need additional personnel.

Our success depends on the continuing services of Wenzhao Lu, David Jin, Meng Li and Luisa Ingargiola, our executive officers and directors.  The loss of Mr. Lu, Dr. Jin, Ms. Li or Ms. Ingariola could have never generated revenues. We intenda material and adverse effect on our business operations. Additionally, the success of the Company’s operations will largely depend upon its ability to find developers, user interface experts, marketing expertssuccessfully attract and social media experts to beginmaintain competent and qualified key management personnel. As with any company with limited resources, there can be no guaranty that the designing, marketing and promoting of our Front and Back office solution to enable iPhone users to receive electronic copies of purchase receipts from registered users in place of paper receipts. Until that happens, we expect to incur operating losses over the next twelve months because we have no source of revenues unless and until we are successful in finding one or more third parties to license our solution and partner in developing and marketing it. We cannot guarantee that weCompany will ever be successful in developing and marketing a Front and Back office solution on agreeable and profitable terms to generate revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profitsattract such individuals or continuethat the presence of such individuals will necessarily translate into profitability for the Company.  Our inability to attract and retain key personnel may materially and adversely affect our business operations. We can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. We cannot guarantee that we will start to generate revenues within the next twelve months and we may need to increase our free user base before we would attract significant advertising revenue.

We have entered into three consulting agreements with related parties. The loss of such customers could adversely impact our financial condition and results of operations ..

BecauseAs of December 31, 2016, we do not expect to have any cash flowrecognized an aggregate of $616,446 in revenue, of which all generated from operations withinrelated parties. Wenzhao Lu, our Chairman and significant shareholder, is the next twelve months, we will need to raise additional capital, which may be in the formChairman of loans from the current stockholder and/or from public and private equity Offerings. Our Shareholder has however committed to fund the minimum necessary operating expenseseach of the Company forthree related parties. We maintain close working relationships with our three customers. The loss of any one major customer would have a period of no less than twelve months from present. As our Shareholder has only committed verbally, the arrangement may not be legally binding, as we believe this to be a discretionary commitment, and as he is the sole Director of the Company the commitment may be difficult to enforce, and therefore if he is unable to fund the Company, we will need to access capital elsewhere. Additionally the commitment which has been assured by the Director who has assured the funds are available is only to fund the Company's ability to continue to report as a public Company rather than fund the business plan and model. Our ability to access capital will dependmaterial adverse effect on our success in implementing our business plan. It will also depend uponfinancial condition or results of operation, the statusloss of the capital markets at the timemore than one such capital is sought. Should sufficient capital not be available, the implementation of our business plan could be delayed and, accordingly, the implementation of our business strategy would be adversely affected. If we are unable to raise additional funds in the future, and/major customer, or our Shareholder will not fund the Company, we mayfailure to replace such customer with other customers, could have to cease all substantive operations within a periodmaterial adverse effect on our financial condition and our results of no longer than six months. In such event it would not be likely that investors would obtain a profitable return on their investment or a return of their investment at all.operations.

Our auditedauditors have issued a “going concern” audit opinion.

Our independent auditors have indicated, in their report on our December 31, 2016 consolidated financial statements, for the period from July 28, 2014, through December 31, 2014, were prepared using the assumption that we will continue our operations as a going concern. We were incorporated on July 28, 2014, and do not have a history of earnings. As a result, our independent accountants in their audit report have expressedthere is substantial doubt about our ability to continue as a going concern. Continued operationsWe had an accumulated deficit of $53,369 at December 31, 2016. We have a limited operating history and our continued growth is dependent upon the continuation of providing medical consulting services to its only three clients who are related parties; hence generating revenues, and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. In addition, the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the date hereof. These matters raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to complete equityraise additional capital, implement our business plan, and generate significant revenues. There are no assurances that we will be successful in its efforts to generate significant revenues, maintain sufficient cash balance or debt financing activitiesreport profitable operations or to generate profitable operations. Such capital formation activities may not be available or may not be available on reasonable terms. Our financial statements do not includeany adjustments that may result from the outcome of this uncertainty. We believe that if we do not raise net proceeds of at least$20,500 from our Offering, we may have to suspend or cease operations within twelve months. Therefore, we may be unable to continue operations in the future as a going concern. If we cannot continue as a viable entity,Our plan on raising capital through the sale of equity or debt instruments to implement its business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to our stockholders may lose some or all of their investment in the Company.company on satisfactory terms and conditions, if any.

The CompanyWe must effectively manage the growth of our operations, or our company will fail if it doessuffer.

To manage our growth, we believe we must continue to implement and improve our services. We may not raise a minimum of gross proceeds of$32,000have adequately evaluated the costs and the Director willrisks associated with our planned expansion, and our systems, procedures, and controls may not be adequate to support our operations. In addition, our management may not be able to fundachieve the Company

We will needrapid execution necessary to raise additional funds, in addition to the funds raised in this public Offering, through public or private financing, strategic relationships, or other arrangements in the near future, to supportsuccessfully offer our products and services and implement our business operations beyond the next twelve months; however, we currently do not have commitments from any developers, manufacturers, investors or marketing agencies to assist us in raising additional capital. We cannot be certain that any such financingplan on a profitable basis. The success of our future operating activities will be available on acceptable terms, or at all, and our failure to raise capital when needed would limitalso depend upon our ability to continueexpand our operations. Failuresupport system to secure additional financing in a timely mannermeet the demands of our growing business. Any failure by our management to effectively anticipate, implement, and on favorable termsmanage changes required to sustain our growth would have a material adverse effect on our business, financial performance,condition, and results of operations.

Our business requires substantial capital, and if we are unable to maintain adequate financing sources our profitability and financial condition will suffer and jeopardize our ability to continue operations.

In connection with the strategic development portion of our business, we will need significant capital in order to implement acquisitions of real estate or technologies. In addition, we will need a significant amount of capital in order to fully implement our advisory business in order to fully grow our technology base and employee base. If we are unable to maintain adequate financing or other sources of capital are not available, we could be forced to suspend, curtail or reduce our operations, which could harm our revenues, profitability, financial condition and business prospects.

Our revenue and results of operations and stock price; and require us to curtail or cease operations, sell off our assets, seek protection from our creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of our common stock; debt financing,suffer if available, may involve restrictive covenants; and strategic relationships, if necessary to raise additional funds, may require that we relinquish valuable rights.

The revenue and income potential of our proposed business and operations are unproven, as the lack of operating history makes it difficult to evaluate the future prospects of our business. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Accordingly, we have no track record of successful business activities, strategic decision-making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful in finding developers, manufacturers and marketing agencies with the necessary experience that are interested in undertaking to be involved with bringing our Front and Back office solution to market. There is a substantial risk that we will not be successful in implementing our business plan, or if initially successful, in thereafter generating any operating revenues or in achieving profitable operations.

Even though our business plan is based upon the complete subscription of the Shares offered through this Offering, the Offering makes no provisions for refund to an investor. We will utilize all amounts received from newly issued common stock purchased through this Offering, even if the amount obtained through this Offering is not sufficient to enable us to go forward with our planned operations. Because we are goingunable to design, developattract new clients, continue to engage existing client, or sell additional products and plan to manufacture and market our solution, we can begin operations even with a more limited budget and continue as sufficient funds are raised. Any funds received from the sale of newly issued stock will be placed into our corporate bank account. We do not intend to escrow any funds received through this Offering. Once, and if, funds are received as the result of a completed sale of common stock being issued by us, those funds will be placed into our corporate bank account and may be used at the discretion of management. services.

We may experience substantial cost overruns for designing, developing, marketingpresently derive our revenue from annual consulting fees from our related party clients. Our growth therefore depends on our ability to attract new clients, maintain existing clients and promotingsell additional products and services to existing clients. This depends on our Frontability to understand and Back office applicationanticipate market and pricing trends and our clients’ needs and our ability to enable iPhone usersdeliver consistent, reliable, high-quality services. If we fail to receive electronic copies of purchase receipts from registered users in place of paper receiptsengage new clients, continue to re-engage with our existing clients or to cross-sell additional services our results could be materially and therefore beadversely affect our operating results.

If we are unable to successfully complete plansmaintain our reputation and expand our name recognition, we may have difficulty attracting new business and retaining current members.

Our professional reputation is an important factor in attracting and retaining our members and in building relationships with the progressive health care and education organizations that supply many of the best practices we feature in our research. We believe that establishing and maintaining a good reputation and name recognition are critical for attracting and retaining members. Promotion and enhancement of our reputation will depend largely on our success in continuing to generateprovide effective solutions. Our brand name and reputation will suffer, and our ability to attract new members or raise fundsretain existing members could be adversely affected, if members do not perceive our solutions to offset operational costs.be effective or of high quality or if there are inaccuracies or defects in our solutions.

If we are not able to offer new and valuable products and services, our business may suffer.

Our success depends on our ability to identify and develop new products and services that serve specific constituencies, to anticipate changing market trends, and to adapt our research and analysis to meet the changing needs of our clients. We may not be able to find an ideal developer and/or marketing agencyprovide helpful and timely research and analysis of developments and trends in a manner that meets market needs. Any such failure could cause some of our existing products and services to become obsolete. This environment of rapid and continuous change presents significant challenges to our ability to provide our clients with timely consulting and management services for many reasons, including industry conditions, general economic conditions, and/or competition from other potential developers, marketing agencies, etc. In addition, the commercial successissues and topics of any iPhone application is often dependent upon factors beyond the control of the company attempting to market the service, including, but not limited to, market acceptance of the application concept and whether or not we reach an agreement with one or more development, marketing, user interface, experts and/or social media agencies that can help us adequately develop and promote the solution through prominent marketing channels and/or other methods of promotion. Even if we do succeed in raising the capital to aggressively market our plans to manufacture and market our solution, we cannot ensure that the final cost for developing and marketing this solution will be found to be warranted and reasonable, and therefore we cannot ensure that the solution, if developed, will actually find popularity and acceptance.

Current and potential competitors may already be developing, and marketing similar solutions that offer related options for storing electronic receipts.importance. As a result, these competitors have credibility withwe must continue to invest resources in development of new services in order to enhance our existing products and services and introduce new high-quality products and services that will appeal to members and potential distributors and customers. Sincemembers. If we haveare not yet started to develop and market our Front and Back office solution, which will enable iPhone users to receive electronic copies of purchase receipts, it is not possible to know whether any developer and/or marketing agency and/or social media agency and/or user interface designer with which we close a deal can successfully compete against more established corporations with operating histories, name recognition and established distributors and customers. It is possible that these competitors also may be able to adopt more aggressive pricing policiesoffer new and devote greater resources to the development, promotion, and sale of their servicesvaluable products and services, than Global Technologies can. It is possible that device manufacturers such as Apple Inc.our business may enter the market with a similar solution, thereby grabbing greater market interest and possibly a great market share thansuffer.

Our prospects will suffer if we can achieve. Global Technologies mayare not have sufficient resources to make their investment profitable and may not be able to properly design, markethire, train, motivate, manage, and promoteretain a significant number of highly skilled employees.

We only recently commenced business and we presently only have three clients. Wenzhao Lu, our FrontChairman and Back office solution in lightsignificant shareholder, is the Chairman of each of the competition. This inability might, in turn, cause our business to suffer and restrict our profitability potential.

The Company'sthree clients that provided the prepayments. Our future success is dependentdepends upon our ability to identifyhire, train, motivate, manage, and workretain a significant number of highly skilled employees, particularly research analysts, technical experts, and sales and marketing staff. We will experience, competition for professional personnel from management consulting firms and other healthcare firms. Hiring, training, motivating, managing, and retaining employees with application developers who are familiar with iPhone applicationsthe skills we need is time consuming and Back Office applications usedexpensive. Any failure by Vendorsus to process receipts. The Company’s success is also dependent uponaddress our staffing needs in an effective manner could hinder our ability to identify and work with marketing and web development teams who are familiar with identifying and reaching our target markets and successfully convincing Vendors to purchase our solution and promote it to their customers. Consumer preferences with respect to such solutions are difficult to predict. As a result of changing consumer preferences, we cannot assure you that our solution will achieve customer acceptance; or that it will continue to be popular with consumers for any significant period of time; or that our solutions will continue to function with future generations of Smartphonesprovide high-quality products and that even if it does continue to operation properly, we cannot assure you that the solution will achieve an acceptable degree of market acceptance. Even if such acceptance is achieved, we cannot assure you that it will be maintained for any significant period of time. The failure of a solution to achieve and sustain market acceptanceservices and to produce acceptable marginsgrow our business.

We may experience significant delays in generating, or an inability to generate, revenue if potential clients take a long time to evaluate our products and services.

Our sales strategy is to market our products and services directly to health care organizations. If we are unable to sell additional products and services to our existing clients or engage new clients, our ability to increase our revenue could be materially adversely affected. Generally speaking, the sales cycle is extensive for our clients. We do not control many of the factors that will influence the decisions of these organizations regarding the purchase of our products and services. The evaluation process sometimes can be lengthy and involve significant technical evaluation and commitment of personnel by these organizations. The use of our products and services also may be delayed due to reluctance to change or modify existing procedures.

Potential liability claims may adversely affect our business.

Our services, which may include recommendations and advice to organizations regarding complex business and operational processes, regulatory and compliance issues, and labor practices, may give rise to liability claims by our clients or by third parties who bring claims against our clients. Healthcare organizations often are the subject of regulatory scrutiny and litigation, and we also may become the subject of such litigation based on our advice and services. Any such litigation, whether or not resulting in a judgment against us, may adversely affect our reputation and could have a material adverse effect on our financial condition and results of operations. We may not have adequate insurance coverage for claims against us.

In accordance with our strategic development policy, we may invest in companies for strategic reasons and may not realize a return on our investments.

From time to time, we may make investments in companies. These investments may be for strategic objectives to support our key business initiatives but may also be stand alone investments or acquisitions. Such investments or acquisitions could include equity or debt instruments in private companies, many of which may not be marketable at the time of our initial investment. These companies may range from early-stage companies that are often still defining their strategic direction to more mature companies with established revenue streams and business models. The success of these companies may depend on product development, market acceptance, operational efficiency, and other key business factors. The companies in which we invest may fail because they may not be able to secure additional funding, obtain favorable investment terms for future financings, or take advantage of liquidity events such as public offerings, mergers, and private sales. If any of these private companies fails, we could lose all or part of our investment in that company. If we determine that impairment indicators exist and that there are other-than-temporary declines in the fair value of the investments, we may be required to write down the investments to their fair value and recognize the related write-down as an investment loss.

Our growing operations in China could expose us to risks that could have an adverse effect on our costs of operations.

Our client base is presently located in China. We intend to grow this client base in China as well as the United States. As a result, we expect to continue to add personnel in China. With a significant focus of our operations in the China, our reliance on a workforce in China exposes us to disruptions in the business, political, and economic environment in that region. Maintenance of a stable political environment between China and the United States is important to our operations, and any disruption in this relationship may directly negatively affect our operations. Our operations in China require us to comply with complex local laws and regulatory requirements and expose us to foreign currency exchange rate risk. Our operations may also be subject to reduced or inadequate protection of our intellectual property rights, and security breaches. Further, it may be difficult to transfer funds from our Chinese operations to our US parent company. Negative developments in any of these areas could increase our costs of operations or otherwise harm our business.

We are a development stage company and we intendface intense competition which could cause us to identify and work with designers, developers and marketing experts who are familiar with iPhone applicationslose market share.

In the healthcare markets in the United States and the retailPeoples Republic of China, we will compete with large healthcare providers who have more significant financial resources, established market accounting requirements such aspositions, long-standing relationships, and who have more significant name recognition, technical, marketing, sales, distribution, financial and other resources than we do. The resources available to our competitors to develop new services and products and introduce them into the solution that we planmarketplace exceed the resources currently available to develop. We also intendus. This intense competitive environment may require us to identifymake changes in our services, products, pricing, licensing, services, distribution, or marketing agencies that are familiar with identifying and reaching our target markets. Yair David Guttman, our current Director and Officer, has effective control over all decisions regarding both policy and operations of our Company with no oversight from other management. to develop a market position.

Our success is contingent upon the ability of this individual to make appropriate business decisions in these areas. However,heavily dependent on protecting our Director and Officer has no experience in operating a company related to the development and marketing of a Front and Back office solution for transferring electronic copies of purchase receipts to end user iPhones. It is possible that this lack of relevant operational experience could prevent us from becoming a profitable business and hinder an investor from obtaining a return on his investment in us.intellectual property rights.

Mr. Guttman does not have technical expertise, experience or education in computer software or software development and a prototype of the prospective solution has not been developed however we have consulted with related technical engineering consultants regarding the details of the business plan model. These consultants were from a technical services and social media company called WritePoint Ltd. There was no formal agreement and no compensation was paid for this consultation, however after the offering the Company may enter with them into a definitive agreement for further consultation with compensation.

Our Director / Officer is only engaged in our business activities on a part-time basis. This does not cause a material conflict of interest between the amount of time he devotes to our business activities and the amount of time required to be devoted to his other activities due to the current minimal activities of the Company. Yair David Guttman, our current Director / Officer, intends to devote approximately 20 hours per week to our business activities. Subsequent to the completion of this Offering, we intend to increase our business activities in terms of development, marketing and sales. This increase in business activities may require that our Director / Officer engage in our business activities on a full-time basis or that we hire additional employees; however, at this time, we do not have sufficient funds to pursue either option. Furthermore, we do not have any employment agreements with Mr. Guttman and, as a result, he has no formal obligation or commitment to provide any particular amount of time on the Company's affairs.

We are a development stage company, and our director and officer has no experience running a public company nor does he has experience commercially launching and running a web-based service program such as the one we plan to develop. Our plan of operations involves our intention to develop and market our Front and Back office application to enable iPhone users to receive electronic copies of purchase receipts from registered users in place of paper receipts. We have not hired, nor have we made any arrangements to hire anyone with expertise that we may need to be successful in achieving our plan of operations. Our success is contingent upon our future ability to engage specialists to make appropriate business decisions in these areas. However, our director and officer currently has no experience in operating a company that develops or sells services in the field of our planned application. It is possible that this lack of relevant operational experience could prevent us from becoming a profitable business and hinder an investor from obtaining a return on his investment in us.

Our Director presently owns 100% of our outstanding common stock. If all of the 1,000,000 Shares of our common stock being offered hereby are sold, the Shares held by our Director will constitute approximately 86% of our outstanding common stock. After sale of all stock, the current sole Director and Officer, Yair David Guttman, will still have a majority control and will still have a majority of the voting power for all business decisions.

We regard our current and future intellectual property as important to our success. If we find that we are able to patent any element of our solutions, we will rely on patent lawtrade secret protections to protect our proprietary rights. Despitetechnology. Our success will, in part, depend on our precautions, unauthorized third parties may copy certain portions of our solution or reverse engineer the Front or Back Office applications, orability to obtain trademarks and use information, code, or concepts that we may regard as the base of our offering.

In addition, the laws of some foreign countriespatents. We presently do not protect proprietary rights to the same extent as do the laws of the United States. Our means of protecting our proprietary rights inhold patents registered with the United States Patent and Trademark Office or abroad mayChina State Intellectual Property Office. Although we have entered into confidentiality agreements with our employees and consultants, we cannot be certain that others will not be adequate, and competitorsgain access to these trade secrets. Others may independently develop a similar solution. Any failure to protect oursubstantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any successful intellectual property challengesdetermination that we violated the Foreign Corrupt Practices Act or infringement proceedings against usChinese anti-corruption law could have a material adverse effect on our business.

We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. Chinese anti-corruption law also strictly prohibits bribery of government officials. We have operations, agreements with third parties and make sales in China, where corruption may occur. Our activities in China create the risk of unauthorized payments or offers of payments by one of the employees, consultants, sales agents or distributors of our company, even though these parties are not always subject to our control. It is our policy to implement safeguards to prevent these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents or distributors of our company may engage in conduct for which we might be held responsible.

Violations of the FCPA or other anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the United States government may seek to hold our company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

Our status as an emerging growth company may result in reduced disclosure obligations.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, which we refer to as the “JOBS Act,” and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies, that are not emerging growth companies, including, but not limited to, (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), (2) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (3) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. Because of the reduced disclosure and because our business is conducted in China, investors may find investing in our common shares less attractive as a result, which could have an adverse effect on our stock price.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We elected to opt out of such extended transition period and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.

We could remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (2) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months, or (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Risks Related to Doing Business in China

If we become directly subject to the recent scrutiny, criticism and negative publicity involving certain U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation and could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved quickly.

Recently, U.S. public companies that have substantially all of their operations in China, particularly companies like us which have completed so-called reverse merger transactions, have been the subject of intense scrutiny, criticism and negative publicity by investors, short sellers, financial commentators and regulatory agencies, such as the United States Securities and Exchange Commission. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits, SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what affect this sector-wide scrutiny, criticism and negative publicity will have on our company, our business and our stock price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation could be costly and time consuming and distract our management from growing our company. If such allegations are not proven to be groundless, our company and business operations will be severely impacted and your investment in our stock could be rendered worthless.

Adverse changes in political and economic policies of the Chinese government could impede the overall economic growth of China, which could reduce the demand for our products and damage our business.

Presently, we generate our revenue in China although we intend to pursue various opportunities in the United States and our headquarters is based in the United States. Accordingly, our business, financial condition, or results of operations.operations and prospects are affected significantly by economic, political and legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including:

As the Chinese economy has been transitioning from a planned economy to a more market-oriented economy, the Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. While these measures may benefit the overall Chinese economy, they may also have a negative effect on us or the healthcare industry in general.

Although the Chinese government has in recent years implemented measures emphasizing the utilization of market forces for economic reform, the Chinese government continues to exercise significant control over economic growth in China through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and imposing policies that impact particular industries or companies in different ways.

Any adverse change in the economic conditions or government policies in China could have a material adverse effect on the overall economic growth and the level of new healthcare investments and expenditures in China, which in turn could lead to a reduction in demand for our services and consequently have a material adverse effect on our business and prospects.

Uncertainties with respect to the Chinese legal system could limit the legal protections available to you and us.

We conduct a substantial amount of our business through our operating subsidiary in China. Our successoperating subsidiary is generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to foreign-invested enterprises. The Chinese legal system is based on written statutes, and prior court decisions may be cited for reference but have limited precedential value. Since 1979, a series of new Chinese laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the Chinese legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to you and us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. In addition, all of our executive officers and almost all of our directors are residents of China and not of the United States, and substantially all the assets of these persons are located outside the United States. As a result, it could be difficult for investors to affect service of process in the United States or to enforce a judgment obtained in the United States against our Chinese operations and subsidiary.

The Chinese government exerts substantial influence over the manner in which we must conduct our business activities.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof.

We may be unable to complete a business combination transaction efficiently or on favorable terms due to complicated merger and acquisition regulations implemented on September 8, 2006.

The recent Regulation on Mergers and Acquisitions of Domestic Companies by Foreign Investors adopted by the Chinese government also governs the approval process by which a Chinese company may participate in an acquisition of its assets or its equity interests. Depending on the structure of the transaction, the new regulation will also dependrequire the Chinese parties to make a series of applications and supplemental applications to the government agencies. In some instances, the application process may require the presentation of economic data concerning a transaction, including appraisals of the target business and evaluations of the acquirer, which are designed to allow the government to assess the transaction. Government approvals will have expiration dates by which a transaction must be completed and reported to the government agencies. Compliance with the new regulations is likely to be more time consuming and expensive than in part onthe past and the government can now exert more control over the combination of two businesses. Accordingly, due to the new regulation, our ability to find, developengage in business combination transactions is extremely complicated, time consuming and marketexpensive, and we may not be able to negotiate a commercially viable solution without infringingtransaction that is acceptable to our stockholders or sufficiently protect their interests in a transaction.

The new regulation allows Chinese government agencies to assess the economic terms of a business combination transaction. Parties to a business combination transaction may have to submit to MOFCOM and the other government agencies an appraisal report, an evaluation report and the acquisition agreement, all of which form part of the application for approval, depending on the proprietarystructure of the transaction. The regulations also prohibit a transaction at an acquisition price obviously lower than the appraised value of the Chinese business or assets and in certain transaction structures, require that consideration must be paid within defined periods, generally not in excess of a year. The regulation also limits our ability to negotiate various terms of the acquisition, including aspects of the initial consideration, contingent consideration, holdback provisions, indemnification provisions and provisions relating to the assumption and allocation of assets and liabilities. Transaction structures involving trusts, nominees and similar entities are prohibited. Therefore, such regulation may impede our ability to negotiate and complete a business combination transaction on financial terms that satisfy our investors and protect our stockholders’ economic interests.

Under the Current Enterprise Income Tax, or EIT, Law, we may be classified as a "resident enterprise" of China. Such classification will likely result in unfavorable tax consequences to us and our non-Chinese stockholders.

We are a holding company incorporated under the laws of Delaware. We conduct substantially all of our business through our wholly-owned subsidiaries, and we derive all of our income from these entities. Prior to January 1, 2008, dividends derived by foreign enterprises from business operations in China were not subject to the Chinese enterprise income tax. However, such tax exemption ceased as of January 1, 2008 and thereafter with the effectiveness of the new Enterprise Income Tax Law, or EIT Law.

Under the EIT Law, if we are not deemed to be a “resident enterprise” for Chinese tax purposes, a withholding tax at the rate of 10% would be applicable to any dividends paid by our Chinese subsidiaries to us. However, if we are deemed to be a “resident enterprise” established outside of China whose “place of effective management” is located in China, we would be classified as a resident enterprise for Chinese tax purposes and thus would be subject to an enterprise income tax rate of 25% on all of our income on a worldwide basis.

The regulations promulgated pursuant to the EIT Law define the term “place of effective management” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise.” The State Administration of Taxation issued a SAT Circular 82 on April 22, 2009, which provides that the “place of effective management” of a Chinese-controlled overseas-incorporated enterprise is located in China if the following requirements are satisfied: (i) the senior management and core management departments in charge of its daily operations function are mainly located in China; (ii) its financial and human resources decisions are subject to determination or approval by persons or bodies located in China; (iii) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in China; and (iv) no less than half of the enterprise’s directors or senior management with voting rights reside in China. SAT Circular 82 applies only to overseas registered enterprises controlled by Chinese enterprises, not to those controlled by Chinese individuals. If the Company’s non-Chinese incorporated entities are deemed Chinese tax residents, such entities would be subject to China tax under the EIT Law.

We have analyzed the applicability of the EIT Law and related regulations, and for each of the applicable periods presented, we have not accrued for Chinese tax on such basis. In addition, although under the EIT Law and the related regulations dividends paid to us by our Chinese subsidiaries would qualify as “tax-exempted income,” we cannot assure you that such dividends will not be subject to a 10% withholding tax, as the Chinese foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for Chinese enterprise income tax purposes. As a result of such changes, our historical operating results will not be indicative of our operating results for future periods and the value of our shares of common stock may be adversely affected. We are actively monitoring the possibility of “resident enterprise” treatment and are evaluating appropriate organizational changes to avoid this treatment, to the extent possible.

We may be subject to fines and legal sanctions if we or our Chinese employees fail to comply with Chinese regulations relating to employee stock options granted by overseas listed companies to Chinese citizens.

On December 25, 2006, the People’s Bank of China issued the Administration Measures on Individual Foreign Exchange Control, and its Implementation Rules were issued by the State Administration of Foreign Exchange (“SAFE”) on January 5, 2007. Both took effect on February 1, 2007. Under these regulations, all foreign exchange matters involved in an employee stock holding plan, stock option plan or similar plan in which Chinese citizens’ participation requires approval from the SAFE or its authorized branch. On March 28, 2007, the SAFE issued the Application Procedure for Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Holding Plans or Stock Option Plans of Overseas Listed Companies, or Notice 78. Under Notice 78, Chinese individuals who participate in an employee stock option holding plan or a stock option plan of an overseas listed company are required, through a Chinese domestic agent or Chinese subsidiary of the overseas listed company, to register with the SAFE and complete certain other procedures. If we and our Chinese employees are granted shares or stock options pursuant to our share incentive plan they would be subject to Notice 78. However, in practice, there are significant uncertainties with regard to the interpretation and implementation of Notice 78. We are committed to complying with the requirements of Notice 78. However, we cannot provide any assurance that we or our Chinese employees will be able to qualify for or obtain any registration required by Notice 78. In particular, if we and/or our Chinese employees fail to comply with the provisions of Notice 78, we and/or our Chinese employees may be subject to fines and legal sanctions imposed by the SAFE or other Chinese government authorities, as a result of which our business operations and employee option plans could be materially and adversely affected.

The new M&A Rules establish more complex procedures for some acquisitions of Chinese companies by foreign investor which could make it more difficult for us to pursue growth through acquisitions in China.

The New M&A Rules that became effective on September 8, 2006 established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a Chinese domestic enterprise. Complying with the requirements of the M&A Rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the Ministry of Commerce, may delay or inhibit our ability to complete such transactions, which could materially adversely affect our ability to grow our business through acquisitions in China.

Risks Relating to our Securities

We may not be able to attract the attention of brokerage firms because we became a public company by means of a reverse acquisition.

Because we became public through a “reverse acquisition,” securities analysts of brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of the Company in the future.

Applicable regulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for our company to retain or attract qualified officers and directors, which could adversely affect the management of its business and its ability to obtain or retain listing of its common stock.

We may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications by principal executive officers. The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers.

Further, some of these changes heighten the requirements for board or committee membership, particularly with respect to an individual’s independence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management of its business and its ability to obtain or retain listing of our shares of common stock on any stock exchange (assuming we elect to seek and are successful in obtaining such listing) could be adversely affected.

If we fail to maintain an effective system of internal controls, it may not be able to accurately report its financial results or detect fraud. Consequently, investors could lose confidence in our company’s financial reporting and this may decrease the trading price of its stock.

We must maintain effective internal controls to provide reliable financial reports and detect fraud. We have been assessing its internal controls to identify areas that need improvement. It is in the process of implementing changes to internal controls, but has not yet completed implementing these changes. Failure to implement these changes to our company’s internal controls or any others that it identifies as necessary to maintain an effective system of internal controls could harm its operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of our stock.

Voting power of our shareholders is highly concentrated by insiders.

Our officers and directors and affiliates own approximately 80.1% of our outstanding common shares. Such concentrated control of our company may adversely affect the value of our common shares. If you acquire our common shares, you may have no effective voice in our management. Sales by our insiders or affiliates, along with any other market transactions, could affect the value of our common shares.

Our articles of incorporation allow for our board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of others.the holders of our Common Stock.

Our Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board of Directors have the authority to issue up to 10,000,000 shares of our preferred stock terms of which may be determined by the Board without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our Board of Directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders. Although we have not been notifiedno present intention to issue any additional shares of preferred stock or to create any additional series of preferred stock, we may issue such shares in the future.

You may experience dilution of your ownership interests because of the future issuance of additional common shares.

In the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our shareholders. We may also issue additional shares of our securities that are convertible into or exercisable for common shares, as the case may be, in connection with hiring or retaining employees, future acquisitions, future sales of its securities for capital raising purposes, or for other business purposes. The future issuance of any infringement claimssuch additional shares may create downward pressure on the value of our securities. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which our shares may be valued or are trading in a public market.

We have not paid dividends in the past and do not expect to pay dividends in the future.  Any return on investment may be limited to the value of our common stock

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders.

The equity trading markets may experience periods of volatility, which could result in highly variable and unpredictable pricing of equity securities. The market price of our common stock could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. We have experienced significant volatility in the price of our stock over the past few years. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. In addition, the stock markets in general can experience considerable price and volume fluctuations.

We have not voluntary implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflict of interest and similar matters.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. While we intend to adopt certain corporate governance measures such as a code of ethics and established an audit committee, Nominating and Corporate Governance Committee, and Compensation Committee of our board of directors, we presently do not have any patent uponindependent directors. We intend to expand our board membership in future periods to include independent directors. It is possible that if we were to have independent directors on our board, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of both corporate governance measures and independent directors in formulating their investment decisions.

If a public market for our common stock develops, trading will be limited under the SEC’s penny stock regulations, which will adversely affect the liquidity of our common stock.

The trading price of our common stock is less than $5.00 per share and, as a result, our common stock is considered a "penny stock," and trading in our common stock would be subject to the requirements of Rule 15g-9 under the Exchange Act. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. Generally, the broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser's written consent prior to the transaction.

SEC regulations also require additional disclosure in connection with any trades involving a "penny stock," including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market. An active and liquid market in our common stock may never develop due to these factors.

Risks Related to this Offering

There is no minimum raise required in this offering and all funds raised in this offering will be deposited directly into our corporate account and will not be held in escrow and, as a result, if we sell less than 10% of our shares of common stock in this offering we will not have the required funds to implement our business plan, you may lose your entire investment.

No escrow account will be set up and all proceeds raised in the offering will be deposited immediately into our corporate account to be utilized for working capital in the priority set by management of our company.  There is no minimum number of shares that must be sold in this offering.  As a result, we will retain the proceeds from any funds raised and the proceeds will not be returned to the investor.  In the event that we only raise a minimum amount under this offering, we will immediately utilize the proceeds.  As a result, if you are an initial investor and we fail to raise additional proceeds, your investment will be rendered worthless.  For example, if we only sell $2,000,000 (10% of the offering) in securities, we will utilize the proceeds in our operations but we will not be able to implement our business plan to any meaningful extent rendering your investment worthless.  We cannot guarantee that we will be able to raise adequate funds in this offering to implement its business plan. In the event that we do not raise adequate funds and the subscriber has invested in our company, then the subscriber’s investment may be lost entirely.

Since this is a direct public offering and there is no underwriter, we may not be able to sell any shares ourselves.

We have not retained an underwriter to sell these shares. We will conduct this offering as a direct public offering, meaning there is no guarantee as to how much money we will be able to raise through the sale of our stock. If we fail to sell all the shares we are basing our planned solution, other patents could exist or could be filed which would prohibit or limit our future abilitytrying to develop and market our Front and Back office application to enable iPhone users to receive electronic copies of purchase receipts from registered users in place of paper receipts. According to our research, no existing patents prohibit or limitsell, our ability to marketexpand and complete our solution. However, becausebusiness plan will be materially affected, and you may lose all or substantially all of your investment.

You will not receive dividend income from an investment in the shares and as a result, you may never see a return on your investment.

We have never declared or paid a cash dividend on our shares nor will we cannot be privyin the foreseeable future. We currently intend to other technologies, solutions, or services that other companies or individuals may be developing or may developretain any future earnings, if any, to finance the operation and expansion of our business. Accordingly, investors who anticipate the need for immediate income from their investments by way of cash dividends should refrain from purchasing any of the securities offered by our company. As we do not intend to declare dividends in the future we cannot ensure that future solutionsyou may never see a return on your investment and you indeed may lose your entire investment.

We have arbitrarily determined the initial public offering price and this may not infringe on our solution enough to require intellectual property litigation and/or adversely affect our business. Inbe the event of an intellectual property dispute, we may be forced to litigate. Intellectual property litigation would divert management's attention from development, manufacturing and marketing our solution against current and future payments to us. Should we be forced to incur substantial legal costs, it is not clear whether we will be successful. An adverse outcome could subject us to significant liabilities to third parties, and force us to cease operations.

In accordance with the Israeli Law on Enforcement of Foreign Judgments, 5718-1958, and subject to certain time limitations (the application to enforce the judgment must be made within five yearsmarket price of the date of judgment or such other period as might be agreed between Israel andshares after the United States), an Israeli court may declare a foreign civil judgment enforceable if it finds that:

An Israeli court will not declare a judgment enforceable if:

In general, an obligation imposed by the judgment of a United States court is enforceable according to the rules relating to the enforceability of judgments in Israel, and a United States court is considered competent to render judgments according to the laws of private international law in Israel.offering.

Furthermore, Israeli courts may not adjudicate a claimThe offering price of the shares has been arbitrarily determined by us based on a violationwhat we believe purchasers of U.S. securities laws ifsuch speculative issues would be willing to pay for the court determines that Israel is not the most appropriate forum in which to bring such a claim. Even if an Israeli court agrees to hear such a claim, it may determine that Israeli law, not U.S. law, is applicable to the claim. If U.S. law is found to be applicable, the contentshares of applicable U.S. law must be proven as a fact, which can be a time-consumingour company and costly process.

Since our Director and Officer does not reside in the United States, it may be difficult for courts in the United Statesnecessarily bear any material relationship to obtain jurisdiction over our foreign assetsbook value, par value, or person and, asany other established criterion of value. As a result, it may be difficult for you to resell your shares at or above the offering price. You may also lose your entire investment if the price of the shares being sold is too high.

You may not be able to resell any shares you purchased in this offering.

There has been an extremely limited trading market for our common stock to date. There is no assurance that a significant trading market will ever develop or, if such a market does develop, that it will continue. This means that it may be hard or impossible for you to enforce judgments rendered against us or our Director / Officer in United States courts. Thus, investing in us may posefind a greater risk, becausewilling buyer for your stock should any situation ariseyou decide to sell it in the future in which you have a cause of action against this person or the Company, you may face potential difficulties in bringing lawsuits; or, if successful, in collecting judgments against this person or us.

The Front and Back Office Software applications to transfer purchase receipts electronically from the Vendor to an iPhone user may expose us to potential liability from claims by end-users of the service. We currently have no service liability insurance to protect us against the risk that in the future a service liability claim or service recall could materially and adversely affect our business. Inability to obtain sufficient insurance coverage at an acceptable cost or to otherwise protect against potential service liability claims could preventresell the shares at or inhibit future agreements to license and sellabove the service. We cannot assure you that when we successfully find developers and marketing agencies and begin marketing our solution, that we will be able to obtain or maintain adequate coverage on acceptable terms, or that such insurance will provide adequate coverage against all potential claims. Moreover, even if we maintain adequate insurance, any successful claim could materially and adversely affect our reputation and prospects, and divert management’s time and attention. If we are sued for any injury allegedly caused by our future services, our liability could exceed our total assets and our ability to pay the liability. offering price.

Risks Relating to our Common Stock

Our certificate of incorporation authorizes the issuance of 480,000,000 Sharesfurther shares and the eligibility of common stock, par value $0.0001 per share. The future issuance of all or part of our remaining authorized common stock may result in substantial dilution in the percentage ofissued shares for resale will dilute our common stock held by our then existing stockholders. We may value any common stock issued inand could lower the future on an arbitrary basis. The issuance of common stock for future services, or acquisitions or other corporate actions may have the effect of diluting the value of the Shares held by our investors, and might have an adverse effect on any trading marketprice a willing buyer would pay for our common stock.

The shares, if all are sold, being offered in this prospectus (excluding the shares held by the selling stock holder) represent approximately 23.6% of our total issued and outstanding shares on a fully-diluted basis. Present shareholders acquired their shares of common stock at prices substantially below the offering price, upon completion of the Offering, there will be an immediate substantial dilution to subscribers in the book value of each common share, and the present management will realize an immediate increase thereon (See “Dilution”). We calculate net tangible book value per share by subtracting from our total assets all intangible assets and total liabilities, and dividing the result by the number of outstanding shares of common stock. Furthermore, we may issue additional shares, options and warrants and we may grant stock options to our employees, officers, directors and consultants under our future stock option plans, all of which may further dilute our net tangible book value. The dilution of our shares could lower the price a willing buyer would pay for our shares based on the fact our net asset value per share and/or our earnings ratio per share would be reduced.

Future sales of restricted shares could decrease the price a willing buyer would pay for shares of our common stock and impair our ability to raise capital.

The 64,628,622 shares of common stock presently issued and outstanding as of the date hereof are “restricted securities” as that term is defined under the Securities Act of 1933, as amended, (the “Securities Act”) and in the future may be sold in compliance with Rule 144 of the Securities Act, or pursuant to a Registration Statement filed under the Securities Act.  Rule 144 provides, in essence, that a person holding restricted securities for a period of six months may sell those securities. However, as we were a former shell company, Rule 144 is not available until October 2017. With respect to affiliates, Rule 144 provides, in essence, that an affiliate  holding restricted securities for a period of six months may sell those securities in unsolicited brokerage transactions or in transactions with a registered broker dealer, in an amount equal to one percent of our outstanding common stock every three months. Additionally, Rule 144 requires that an issuer of securities make available adequate current public information with respect to the issuer. Such information is deemed available if the issuer satisfies the reporting requirements of sections 13 or 15(d) of the Securities and Exchange CommissionAct of 1934 (the “Securities Exchange Act”) or of Rule 15c2-11 there under. Any sales may have a depressive effect on the market price of our securities in any market which may develop for such shares.

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.

Our articles of incorporation authorize us to issue up to 10,000,000 shares of "blank check" preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.

Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted Rule 15g-93a51-1 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. Rule 15g-9 requires:

In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Security and Exchange CommissionSEC relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii)

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

MARKET AND OTHER DATA

The industry and market data contained in this prospectus are based on independent industry publications, reports by market research firms or other published independent sources and, in each case, are believed by us to be made aboutreliable and accurate. However, industry and market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. In addition, consumption patterns and customer preferences can and do change. The industry and market data sources upon which we relied are publicly available and were not prepared for our benefit or paid for by us.

FORWARD LOOKING STATEMENTS

Some of the statements contained in this prospectus that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this prospectus, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks of investing in penny stocks in both public Offeringswe face, and in secondary trading; and aboutactual events may differ from the commissions payableassumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to both the broker-dealer and the registered representative; current quotations for the securities; and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthlydiffer materially from those contemplated by such forward-looking statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.include without limitation:

Because we do not intendAll written and oral forward-looking statements made in connection with this prospectus that are attributable to pay any cash dividendsus or persons acting on our Sharesbehalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements. Our Plan of Operation should be read in conjunction with our financial statements included herein.

USE OF PROCEEDS

Our offering is being made on a self-underwritten, best-efforts basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $1.00. If all of the shares of common stock our stockholderscontained in this offering are sold, we will not be able to receive a return on their Shares unless they sell them.

We intend to retain any future earnings to financeraise gross proceeds of $20,000,000. The following table sets forth the development and expansionuses of our business. We do not anticipate paying any cash dividends on our common stockproceeds assuming sales less than the maximum securities offered for sale by the Company. Each individual use of proceeds is disclosed in the foreseeable future. Unless we pay dividends, our stockholdersorder of priority in which any such proceeds will not be able to receive a return on their Shares unless they sell them at a price higher than that which they initially paidused. The offering scenarios presented are for such Shares.

The priceillustrative purposes only, the actual amount of our common stock in this Offering has not been determined byproceeds, if any, independent financial evaluation, market mechanism or by our auditors, and is therefore, arbitrary. Because we have no significant operating history and have not generated any revenues to date, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. As a result, the price of the common stock in this Offering may not reflect the cost perceived by the market.differ. There can be no assurance that the Shares offered hereby are worth the price for which they are offered, and investors may therefore lose a portion or all of their investment.

There is no established public market for our common stock being offered under this prospectus. While we intend to apply for quotation of our common stock on the Over-The-Counter Bulletin Board system, we have not yet engaged a market maker for the purposes of submitting such application, and there is no assurance that we will qualify for quotation on the OTC Bulletin Board.

If you purchase Shares of our common stock sold in this Offering, you may not be able to resell the Shares in any state unless and until the Shares of our common stock are qualified for secondary trading under the applicable securities laws of such state, or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. Thirty-three states have what is commonly referred to as a “manual exemption” for secondary trading of securities such as those to be resold by investors. In these states, so long as the issuer obtains and maintains a listing in Mergent, Inc. or Standard and Poor’s Corporate Manual, secondary trading of common stock can occur without any filing, review or approval by state regulatory authorities in these states. These states include: Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia, and Wyoming. Ten states provide for an exemption for non-issuer transactions in outstanding securities affected through a registered broker-dealer when the securities are subject to registration under Section 12 of the Securities Exchange Act of 1934 for at least 90 days (180 days in Alabama). These states include: Alabama, Colorado, District of Columbia, Illinois, Kansas, Missouri, New Jersey, New Mexico, Oklahoma, and Rhode Island.efforts.

We currently do not intend to register or qualify our stock in any state or seek coverage in oneAmounts Raised as a Percentage of the recognized securities manuals. Because the Shares of our common stock registered hereunder have not been registered for resale under the blue sky laws of any state, and we have no current plans to register or qualify our Shares in any state, the holders of such Shares and persons who desire to purchase such Shares in any trading market that might develop in the future should be aware that there may be significant state blue sky restrictions upon the ability of investors to purchase and sell such Shares. In this regard, each state's statutes and regulations must be reviewed before engaging in any securities sales activities in a state to determine what is permitted, or not permitted, in a particular state. Nevertheless, we do intend to file a Form 8-A promptly after this Registration Statement becomes effective, thereby subjecting our stock registered hereunder to registration under Section 12 of the Securities Exchange Act of 1934. Furthermore, even in those states that do not require registration or qualification for the resale of registered securities, such states may require the filing of notices or place additional conditions on the availability of exemptions. Accordingly, since many states continue to restrict the resale of securities that have not been qualified for resale, investors should consider any potential secondary market for our securities to be a limited one.Total Offering

In addition, at this time we do not know in which states, if any, we will be selling the offered securities or whether our securities will be registered or exempt from registration under the laws of such state. Our Director resides outside of the United States, and initially intends to sell the offered securities to foreign investors. Should he be unsuccessful in selling all of the offered securities to foreign investors, he may seek to locate investors in the United States, in which case, we will then address all applicable state law registration requirements. In addition, in connection with our intent to have our securities listed on the OTCBB, a determination regarding state law registration requirements will be made in conjunction with those market makers, if any, who agree to serve as market makers for our common stock. We have not yet applied to have our securities registered in any state, and we will not do so until we receive expressions of interest from investors resident in specific states after they have reviewed our Registration Statement. We will comply with the relevant blue-sky laws of any state in which we decide to sell our securities.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC has adopted rules requiring public companies to include a report of management on their internal controls over financial reporting in their annual reports on Form 10-K. In addition, the public accounting firm auditing a public company’s financial statements must attest to and report on management’s assessment of the effectiveness of its internal controls over financial reporting. These requirements are not presently applicable to us, but may become subject to these requirements subsequent to the effective date of this prospectus. If and when these regulations become applicable to us, our operating expenses will increase by approximately $10,000 annually and if we are unable to conclude that we have effective internal controls over financial reporting or if our independent auditors are unable to provide us with an unqualified report as to the effectiveness of our internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our securities. We have not yet begun a formal process to evaluate our internal controls over financial reporting. Given the status of our efforts, coupled with the fact that guidance from regulatory authorities in the area of internal controls continues to evolve, substantial uncertainty exists regarding our ability to comply by applicable deadlines.

We are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting management is not required to provide an assessment of their disclosure controls and procedure and internal controls over financial reporting, pursuant to Items 307 and 308 of Regulation S-K, until our second annual report is filed under Section 13(a) or 15(d) of the Exchange Act. Thus, there may be material weaknesses in disclosure controls and procedures and internal controls over financial reporting that are undiscovered and/or unreported.

While we intend to file a Form 8-A promptly after this Registration Statement becomes effective and thereby become a “fully-reporting issuer” under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), we are not currently a fully-reporting issuer, and upon this Registration Statement becoming effective, we will be required to comply only with the limited reporting obligations required by Section 13(a) of the Exchange Act. If we will only be subject to limited reporting obligations as a Section 15(d) fully-reporting company, we will not be subject to the Section 16 short-swing provisions, going-private regulation, and the bulk of the tender offer rules under U.S. securities laws

Even if we voluntarily register our securities under Section 12(g) of the Exchange Act by filing a Form 8-A, we may seek to deregister and terminate our filing obligations under Section 13(a) of the Exchange Act if we have less than 500 shareholders of record.

Our reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if on the first day of any fiscal year other than the fiscal year in which our Registration Statement became effective, there are fewer than 300 shareholders. If we do not become a reporting issuer and instead make a decision to suspend our public reporting, we will no longer be obligated to file periodic reports with SEC, and your access to our business information will be restricted. In addition, if we do not become a reporting issuer, we will not be required to furnish proxy statements to security holders, and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act.

Our proposed service, depending on how it is designed, may or may not relate to existing government regulations. Our intention to develop a Front and Back office application to enable iPhone users to receive electronic copies of purchase receipts from registered users in place of paper receipts may require us to consider whether possible government regulations may be applicable. Our solution is intended to be used by adults over the age of 18. The process of determining whether our final service meets government standards and then applying for any needed certification can be lengthy, arduous and costly, and it can only be undertaken by our developers after the service guidelines have been determined. No such applications have been made by the Company.

Therefore, as our Business model is to generate revenues from the subscription of Vendors and the sale of advertisements featured on our Front and Back office applications as well as on our website, which has not yet been planned or built, we would also be responsible for determining, prior to developing the infrastructure of the website, if there would be any delay in being able to commence anything other than limited operations until such related applications are granted. These delays will accordingly have a delay and a detrimental effect on our generating revenues and could ultimately cause our business to fail if continuously delayed. Additionally the non-compliance to these regulatory acts may impose potential penalties to the Company. Finally, prior to service, the Company agrees to undertake a study to determine if a service requires compliance with any existing government regulations.

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we expect and fully intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to opt in to the extended transition period for complying with the revised accounting standards. We have elected to rely on these exemptions and reduced disclosure requirements applicable to “emerging growth companies” and expect to continue to do so.

As a result of our election, our financial statements may not be comparable to companies that comply with public company effective dates, and investors may find our common stock less attractive.

Also once we are no longer an emerging growth company under the JOBS Act, we may be subject to many of the same exemptions if we are eligible for smaller reporting company filer status at that time.

The above figures represent only estimated costs. All proceeds will be deposited into our corporate bank account. No proceeds from this offering will be used to repay the founders of the Company must be deemedfor their investments in the Company. We anticipate that we will require a "Shell" company asminimum funding of approximately $2,000,000 for a minimum period of one year including costs associated with this offering and maintaining a reporting status with the SEC. If adequate funds are not raised, we expect that term is defined in Rule 144(i) promulgated byour founders will invest further or loan money to the SEC under the Securities Act of 1933, as amended (the "Act") because we have had only nominal operations to date.Company, although there are no such contractual commitments.

Reliance upon Rule 144 for Resales

Shareholders who hold shares which are not subject to a registration statement under the Act often rely upon Rule 144 for their resale. Rule 144 is not available for the resale of securities initially issued by Shell companies (other than a business combination related Shell company) or a Registrant that has been, at any time previously, a reporting or non-reporting Shell company, unless the issuer meets specified conditions. A security holder may resell securities pursuant to Rule 144's safe harbor if the following conditions are met:

a) The issuer of securities that was formerly a reporting or non-reporting Shell company has ceased to be a Shell;

b) The issuereffectiveness of the securities is subjectregistration with respect to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");

c) The issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to filed such reports and materials), other than Form 8K reports; and

d) At least one year has elapsed from the time the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a Shell company.

Form 8-K Requirements

Form 8-K requires disclosure of transactions involving a reporting Shell company that ceases to be a Shell company, typically involving a reverse merger or acquisition. The issuer is required to file a report on Form 8K to report the following: a material definitive agreement under Item 1.01 of Form 8-K; completion of acquisition or disposition of assets under Item 2.01 of Form 8-K; changes in control under Item 5.01 of Form 8-K; and information that would be required in a registration statement on Form 10 to register a class of securities under Section 12 of the Exchange Act.

Form S-8

Form S-8 under the Securities Act prohibits companies which are Shell Companies from using Form S8.

If a company ceases to be a Shell company, it may use Form S-8 sixty calendar days after the company files "Form 10 information," which is information that a company would be required to file in a registration statement on Form 10 if it were registering a class of securities under Section 12 of the Exchange Act. This information would normally be reported on a current report on Form 8-K reporting the completion of a transaction that caused the company to cease being a Shell company.

Reduced Liquidity or Illiquidity of our Common Stock Securities

Our common stock is currently subject to quotation on the OTCBQ market. There is currently no active trading market in our common stock on the OTCBQ market. Shareholders who invested in our shares of common stock while we are deemed to be a Shell company invested in securitiesoffered by this prospectus that are considered to be illiquid and cannot be sold pursuant tobeing registered for the exemption provided under Rule 144 as long asaccount of the Company is a Shell company

As a result of our classification as a shell company, our investors are not allowed to rely on the "safe harbor" provisions of Rule 144, promulgated pursuant to the Securities Act of 1933, so as not to be considered underwritersselling stockholders named in connection with the sale of our securities until one year from the date thatthis prospectus, we cease to be a shell company. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings, because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities. Additionally, as we may not register our securities on Form S-8 this may result in our inability to compensate employees and consultants as cost -effectively as companies that are not Shells, which may then have an adverse effect on the ongoing operations of the Company.

There are several applications that are currently available that enable you to scan receipts and other documents to your iPhone. While most current solutions require a physical receipt, our solution will bypass the need to print a receipt by connecting the source of the receipt, namely the Vendor’s computerized cash register to a Bluetooth-enabled Tablet or secondary device such as an iPad or laptop.

Use of Proceeds

The netreceive any proceeds to us from the sale of up to 1,000,000 Sharesthe common stock offered at a public Offering price of $0.04 per sharethrough this prospectus by the selling stockholders. We will vary depending upon the total number of Shares sold. Regardlesspay all of the number of Shares sold, we expectexpenses incident to incur Offering expenses estimated at approximately $11,500, consisting of $10,000 for legal, accounting, and $1,500 of other costs in connection with this Offering (estimated transfer agent fees). The table below shows the intended net proceeds from this Offering that we expect to receive for scenarios where we sell various amountsregistration of the Shares. Since we are makingshares pursuant to this Offering without any minimum requirement, there is no guarantee that we will be successful atprospectus except for sales commissions and other expenses of selling any of the securities being offered in this prospectus. Accordingly, the actual amount of proceeds we will raise in this Offering, if any, may differ.stockholders named herein.

None of the proceeds from this Offering will be used to pay the salaries to our officers and directors.

Percent of Net Proceeds Received

If the Company raises 10% or 20% it will not raise sufficient funds to cover the offering expenses.

At 30%, $12,000 it will just have enough funds to cover the offering, and no funds for further activity.

The Use of proceeds set forth below demonstrates how we intend to use the funds under the various percentages of amounts of the related Offering. All amounts listed below are estimates.

Our Offering expenses are comprised of legal and accounting expenses and transfer agent fees relating to the Offering. Our Officers and DirectorsWe will not receive any compensation for their efforts in selling our Shares.

We intend to use the proceeds of this Offering in the manner and in order of priority set forth above. We do not intend to use the proceeds to acquire assets or finance the acquisition of other businesses. At present, no material changes are contemplated. Should there be any material changes in the projected use of proceeds in connection with this Offering, we will issue an amended prospectus reflecting the new uses.

In all instances, after the effectiveness of this Registration Statement, the Company will need some amount of working capital to maintain its general existence and comply with its public reporting obligations. Our Company estimates that we will need approximately an additional $10,000 per year to cover additional expenses for public reporting, legal fees, accounting, auditing, and transfer of agent fees. The Company recognizes that if it does not raise net proceeds of at least $20,500 in this Offering, it will have to seek additional funds to cover these expenses. The $20,500 in net proceeds that we need to stay in business for twelve months is comprised of (i)$10,000 for public reporting expenses (ii) $10,000 for the development of the application and $500 for working capital. While the existing liabilities on our balance sheet also include $2,900 in shareholder loans, the shareholder loans do not have a fixed repayment date, and will not be paid out of the Net Offering , and the Offering costs will also be paid out of the gross proceeds from the Offering. The net proceeds fromsale of the Offering will not be used to pay either of these liabilities.common stock by the selling stockholders.

The Company will fail if it does not raise a minimum of gross proceeds of$32,000DETERMINATION OF OFFERING PRICEand the Director will not be able to fund the Company

 In addition to changing allocations because of the amount of proceeds received, we may change the use of proceeds because of required changes in our business plan. Investors should understand that we have wide discretion over the use of proceeds. Therefore, management decisions may not be in line with the initial objectives of investors, who will have little ability to influence these decisions.

Determination of Offering Price

Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. Our Company will be offering the Shares of common stock being covered by this prospectus at a price of $0.04 per share. Such Offering price does not have any relationship to any established criteria of value, such as book value or earnings per share. Because we have no significant operating history and have not generated any revenues to date, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion.

The Offeringoffering price wasof the shares has been determined arbitrarily basedby us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on a determination byhand and the Boardamount of Directorsmoney we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the price at which they believe investors would be willing to purchaseactual value of the Shares. Additional factors that were included in determining the Offering price are the lack of liquidity resulting from the fact that there is no present market for our stock and the high level of risk considering our lack of profitable operating history.securities.

DilutionDILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Purchasers of our securities in this Offering will experience immediateDilution represents the difference between the offering price and substantial dilution in the net tangible book value per share immediately after completion of theirthis offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

Investors who purchase our common stock fromwill be diluted to the initialextent of the difference between the public Offering price. Historicaloffering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after the Offeringthis offering. Net tangible book value per share is equal todetermined by dividing our total tangible assets less total liabilities divided by the number of Sharesoutstanding shares of our common stock outstanding asstock. As of December 31, 2014, as adjusted to give effect to the receipt2016, we had a net tangible book value of net proceeds from the sale of Shares$3,546,191 or approximately $0.05 per share of common stock for $0.04, which represents net proceeds after deducting estimated Offering expenses of $11,500. stock.

Dilution in net tangible book value per share represents the difference between the amountassumed offering price per share paid by purchasers of Shares of our common stock in this Offeringof $1.00 and the pro forma as adjusted net tangible book value per share of our common stock immediately followingafter the sale of the 20,000,000 shares of common stock being registered for resale in accordance with this Offering. The following table represents the related Dilution under each Offering scenario accordingly.

Our Business 

General Development

We were incorporatedTherefore, after giving effect to our assumed receipt of $20,000,000 in the State of Delaware on July 28, 2014 and are a development stage company. Our company has developed a business plan for an application that will connect via Bluetooth or similar technology to a Tablet or iPad that is connected to the cash register at a retail outlet. Registered stores who purchase the Back Office application for a minimal yearly service charge will be able to use a standard register to tally total purchases, then scan the receipt, transfer it to the Tablet or iPad device and then, via Bluetooth or similar technology, send the receipt to the purchaser’s iPhone in a non-editable format such as an image or protected PDF format. Each receipt will be saved under a unique file name which will include date and time stamp. This may significantly reduce the user of paper receipts for Vendors who use our solution and enable Smartphone users, particularly iPhone users in the early stages of our future planned moves to gain market share, to maintain paperless records of purchases.

To promote the application, initially planned for iOS operating systems running on iPhone and iPad devices, the Company will create a website from which Vendors can purchase the Back Office and users can download the Front Office application, which we believe will be offered at no cost. The company will generate income via a yearly service charge to Vendors and advertisements that appear while the application is in use. The application will have an interface for the end-user that will enable them to sort, view, delete or email receipts that have been saved to the system.

The Company operates out of Israel however we expect our solutions to be marketed globally. The Company also expects to build a website which will serve as both a base for marketing as well as offers of customer service. The website, which has not been designed yet, should include a Knowledge Base with articles detailing use and benefits of the application and may include a Partner Portal to allow Vendors to sign up and get additional technical support regarding setup and configuration of the Back Office application required to communicate between the store’s computer cash register and the tablet hosting the back office application. The company plans to work with an outside development team and web developer to create the develop a prototype application for both Back and Front Office parts of the solution and then license the idea to a third party for global marketing and management. At this time, we do not anticipate any hardware related requirements other than a standard device such as a laptop or tablet that will connect via USB to the Vendor’s cash register, and the end-user’s personal Smartphone, currently planned for iOS systems running on iPhone devices.

It is likely that the company will have to engage marketing and social media experts to determine the best way to promote the application, the website, and the brand of our offering. And development teams to assess the feasibility of also developing this solution for Android-based devices such as standard Tablets and Smartphones, which may be. We will also need to hire user interface experts to optimize the graphic user interface of both the Back Office application and the Front Office application seen by iPhone and iPad users 

As of February 17, 2015, we have not yet registered a domain name/address nor secured the services of a hosting agent. Initially, we plan to outsource the technical development of both the solution and the website that will be used to promote it, rather than hire in-house employees until such time as we feel it is financially feasible and beneficial to begin managing the solution and website internally. Development of the solutions for additional platforms and Smartphones, as well as maintaining and expanding the website will be an ongoing process.

Our principal offices are located at Maale Amos 40, Maale Amos, 90966, Israel. Our telephone number is 972-2-672-5264 Our registered office in Delaware is located at 108 West 13^th Street, Wilmington, Delaware 19801, and our registered agent is Business Filings Incorporated.

We have not generated any revenues to date, and our operations have been limited to organizational, start-up, and capital formation activities. We currently have no employees other than our Officer, who is also our Director and works only part time.

We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. We have not made any significant purchase or sale of assets, nor has the Company been involved in any mergers, acquisitions or consolidations. We are not a blank check Registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, because we have a specific business plan and purpose. Neither Global Technologies Corp., nor its Officer/Director, promoters or affiliates, has had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.

Business Summary and Background

We were incorporated in the State of Delaware on July 28, 2014 and are a development stage company. Our company has developed a business plan for an application that will connect via Bluetooth or similar technology to a Tablet or iPad that is connected to the cash register at a retail outlet. Registered stores who purchase the Back Office application for a minimal yearly service charge will be able to use a standard register to tally total purchases, then scan the receipt, transfer it to the Tablet or iPad device and then, via Bluetooth or similar technology, send the receipt to the purchaser’s iPhone in a non-editable format such as an image or protected PDF format. Once the receipt is transferred to the purchaser’s iPhone in a non-editable format such as an image or protected PDF format, it will be logged into the Front Office. To promote the solution, initially planned for iOS operating systems running on iPhone and iPad devices, the Company will create a website from which Vendors can purchase the Back Office and from which users can download the Front Office application, which we believe will be offered at no cost.

The Company operates out of Israel, although we anticipate that our solutions can be marketed globally. The Company also expects to build a website which will serve as both a base for marketing as well as offers of customer service. The website, which has not been designed yet, should include a Knowledge Base with articles detailing use and benefits of the application and may include a Partner Portal to allow Vendors to sign up and get additional technical support regarding setup and configuration of the Back Office application required to communicate between the store’s computer cash register and the tablet hosting the back office application.

DEVELOPER AND MARKETING AGENCIES

We will rely on experienced developers and marketing agencies to develop and bring our solution to market. With the capital we receive from this Offering, we will seek one or more developers with experience in the field of eCommerce applications as well as iPhone applications related to file management and categorization of records. We will also identify one or more marketing agencies with experience in identifying the appropriate markets for our solution in terms of location, as well as basic profiles of most likely consumers, including age, gender, etc.

Although the development activities will be initiated by outside independent parties the role of the CEO and Director will be to choose and oversee the development cycle and scheduling as well as the budget aspects. Our Director / Officer will be responsible for reviewing and approving marketing activities accordingly for timely market penetration.

INTELLECTUAL PROPERTY

The company has no unique intellectual property beyond its business plan, which details the solution we believe we will be able to offer.

The Global Technologies Back and Front Office applications should be easy-to-use, intuitive and graphically appealing. A detailed road-map of features we plan to include within a specified period of time should be developed by the development agency in conjunction with the marketing agency.

COMPETITION

There are several applications that are currently available that enable you to scan receipts and other documents to your iPhone. While most current solutions require a physical receipt, our solution will bypass the need to print a receipt by connecting the source of the receipt, namely the Vendor’s computerized cash register to a Bluetooth-enabled Tablet or secondary device such as an iPad or laptop.

Furthermore, these other solutions may offer some competition for Global Technologies’ Front and Back office solution, the main difference with most of these applications is that they are for the end-user only and require the iPhone user to physically take a paper receipt and scan it and then save the file. In our case, we plan to introduce an integrated solution that manages both the end-user side and the Vendor side of the transaction, taking the sale receipt directly from the Vendor’s cash register to an interim device such as a Tablet, which will have the ability to transfer the saved file to the purchaser’s iPhone via Bluetooth or similar technology.

Other solutions that may compete with our solution involve the use of a scanner. These devices are well known and readily available in both handheld varieties as well as tabletop versions. In both cases, again, these scanners require a physical piece of paper that is scanned and then transferred, usually by a flash drive to a laptop or similar device. Here too, our solution will be different in that no hardware other than the iPhone and Tablet are required. Our solution will connect the Vendor’s cash register output directly to the customer’s iPhone without having to use a physical piece of paper and a physical scanner.

Another aspect of our solution will be the file management module of the Front Office solution that the end-user will be able to manually install on a Smartphone such as an iPhone. While there are many applications that enable file management on both an iPhone and a Tablet, our solution will involve an integrated solution that receives a file via Bluetooth or similar transfer technology and then automatically catalogs that file and stores it on the iPhone according to preconfigured criteria such as location, file name syntax, etc. The iPhone owner will not be required to do anything other than enable the Bluetooth operation of the iPhone and accept the connection to the Tablet for transferring a file. Once received, our solution will automatically process the file and save it within the Front Office interface for future handling such as printing, emailing, viewing, etc.

Patent, Trademark, License & Franchise Restrictions

Contractual Obligations & Concessions

No trademarks, licenses, franchises, concessions, royalty agreements or labor contracts are in effect regarding this prospectus.

We plan to develop our solution and complement it with a website that will act as both an information resource as well as an access point for those who wish to download either the Back Office or the Front Office application. We have not yet purchased the domain rights for the website because the final product name for the solution we expect to develop will be determined in conjunction with the marketing department. Furthermore, until such time as the development team assesses the technical requirements of the solution and the website that will be responsible for hosting it, we do not yet know what type of hosting plan we will need to acquire.

Employees

Other than our current Director and Officer, Yair David Guttman, we have no other full time or part-time employees. Our only employee, our Director and Officer, Mr. Guttman, is expected to work approximately twenty hours per week. If and when we successfully find a development team and marketing agencies that are experienced and interested in marketing and bringing our solution to market, we may need additional employees to coordinate and monitor the agreements or to continue finding other partners for additional markets not covered by any existing agreements we may sign. We do not foresee any significant changes in the number of employees or consultants we will have over the next twelve months.

Transfer Agent

We have engaged Vstock Transfer LLC, 18 Lafayette Place, Woodmere, NY 11598

our stock transfer agent. Their telephone number is (212) 828-8436, and their fax number is (646) 536-3179. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.

Existing or Probable Government Regulations

Our solutions will be a Front and Back office solution enabling iPhone users to receive electronic copies of purchase receipts. As we have not yet designed the interface, which will be done with user interface consultants and then programmed with the assistance and expertise of web design consultants and programmers, we cannot at this time determine whether there are existing or probable government regulations that will require us to modify our intended service offering. We plan to target ages 18 and above. End-users will need to register, create a user identity including a password to protect their information before downloading the Front Office application. They will also need to enter their birth dates to ensure that they are 18 and older.

When identifying which web developers, marketing and social media experts and agencies will be chosen to develop and promote our solution and website, the Company will include within the agreement a stipulation that all development and services offered meet all applicable United States regulations, which should be identified during the preliminary planning and then throughout the development process. Our operations will not be conducted thru an Israeli entity and will not be subject to the Israeli Corporate Law and Regulations.

The offering proceeds will be located in the USA and we do not contemplate any restrictions to repatriate any assets or funds to U.S. investors through liquidation or dividends, or to remit funds to pay U.S.-related expenses such as taxes or SEC reporting compliance expenses.

The Company plans to develop the website in Israel for worldwide use, which other than the proceeds of the offering will be the sole material asset of the Company. The Company does not anticipate any material assets other than cash which will be located in the US.

However, services rendered from Israel will be paid directly from the US Account via swift payment processing.

Research and Development

We have not initiated any research and development activities. We do, however, have plans to initiate development activities during our first year of operation.

If we are able to raise funds in this Offering, we will retain one or more developers, user interface consultants, marketing agencies and/or social media experts to develop and bring our solution to market. We have not yet entered into any agreements, negotiations, or discussions with any of these entities with respect to such development activities. We do not intend to do so until we commence this Offering. For a detailed description, see "Plan of Operation."

Description of Property

Our Principal executive offices are located at Maale Amos 40, Maale Amos, 90966, Phone number 972 54-846-7225.

This location is the home of the office of the Director, and we have been allowed to operate out of this location at no cost to the Company. We believe that this space is adequate for our current and immediately foreseeable operating needs. We do not have any policies regarding investments in real estate, securities, or other forms of property.

Management's Discussion &Analysis or Plan of Operation

You should read the following plan of operation together with our audited financial statements and related notes appearing elsewhere in this prospectus. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under "Risk Factors" or elsewhere in this prospectus.

Plan of Operation

We were incorporated in the State of Delaware on July 28, 2014 and are a development stage company. Our company has developed a business plan for an application that will connect via Bluetooth or similar technology to a Tablet or iPad that is connected to the cash register at a retail outlet. Registered stores who purchase the Back Office application for a minimal yearly service charge will be able to use a standard register to tally total purchases, then scan the receipt, transfer it to the Tablet or iPad device and then, via Bluetooth or similar technology, send the receipt to the purchaser’s iPhone in a non-editable format such as an image or protected PDF format. Each receipt will be saved under a unique file name which will include date and time stamp.

To promote the application, initially planned for iOS operating systems running on iPhone and iPad devices, the Company will create a website from which Vendors can purchase the Back Office and users can download the Front Office application, which we believe will be offered at no cost. The company will generate income via a yearly service charge to Vendors and advertisements that appear while the application is in use. The application will have an interface for the end-user that will enable them to sort, view, delete or email receipts that have been saved to the system.

The company plans to work with a third party programmers and web developers to create the solution consisting of a Back Office application used by the Vendor and a Front Office application used by an End-User on a Smartphone. Both applications will be available for download from the website, which is expected to include additional resources such as a knowledge base of articles and promotional and marketing materials. We plan to work with marketing and social media experts to determine the best way to promote the site and brand our offering. We will also need to hire user interface experts to optimize the graphic user interfaces of both the Back Office and the Front Office.

We plan to monetize the site through several means, including topic-based advertisements; local, national, global and corporate sponsors, and more. While the base service will be free to end-users, we believe that we can earn additional revenue by charging the Vendor a minimal yearly membership fee, as well as by adding advertisements and other revenue-generating elements to both the website and the applications. A full set of for-pay Vendor and end-user benefits will need to be discussed with the development agency we hire. Some of the initially planned features may need to be shifted to later development cycles.

As of March 26 2015, we have not yet registered a domain name/address nor secured the services of a hosting agent.

The cost of creating the website is approximately $7,500 and the additional cost for tests and debugging and making it available for the public is too estimated at an additional $2,500.

Our plan of operation includes the following stages. We expect to complete all stages within 10-12 months. We do not have an individual estimate of how long each stage will take, as this will depend on the agency we choose and the plan of action they choose or are assigned to perform.

Stage 1: Preparation of the design requirements for the Front and Back Office applications. This stage includes identifying a list of requirements for each application, including general menu flow, graphic elements required, overall workflow of what each user is required to do to complete the task, etc. Included in this stage is recruiting efforts to identify appropriate programmers, user interface experts, and marketing agencies who will not only bring the services to market, but cooperate in the earliest stages in the design stage. This stage should include not only a list of features, but a detailed plan the priority of development for each feature as well as an understanding of how long each feature will take to develop, and the roadmap for development for a period of approximately 2-4 months. During this phase, we will rely heavily on the services of the user interface consultant, moderately on the web development services and somewhat on the marketing agency chosen to assist us in bringing our solutions to market.

Stage 2: Programming of the Applications: While Stage 1 involved defining the design requirements, Stage 2 includes creating the applications. This combines the efforts of several team members, including programmers identified in Stage 1, graphic artists to design the interface elements, a QA (Quality Assurance) team to ensure that all elements of the application work properly and are fully tested, etc. This stage will rely heavily on the programmers and user interface consultant and is expected to take approximately 5 months to complete. Depending on available funds, it may be possible to begin Stage 3 concurrently with Stage 2. In this stage, developers will concentrate only on creating a Front Office application that will run on an iPhone. The developers will determine which iOS platforms to support.

Stage 3: By Stage 3, the major interface design and implementation should be mostly planned and perhaps implemented. In Stage 3, we plan to focus on the website design and creation. This will include setting up a Download page where Vendors and end-users can download the Front and Back office applications, numerous pages to explain the solution, its benefits and features, a knowledge base to help users become more familiar with the applications, etc. This will be accomplished by a third party agency which will determine the best tool to use and work with the graphic artist to ensure the look and feel of the website is similar to that of the applications. At this point, we will begin to seek a social media expert to begin creating the social networks using tools such as Twitter, LinkedIn and Facebook. Other tools may be used as well. Development during this stage should be reduced to a level of ongoing features which will be continued post launch. It is expected that this stage will take approximately 3 months to complete.

Stage 4: Once Stage 2 is complete and the applications are ready for release and once Stage 3 is complete and we have a working website, we will be ready to go to market. Stage 4 combined a preliminary round of Beta testing in which we will select a small group of test users – both Vendors and purchasers and ask them to use the solution and provide us with feedback. Stage 4 will involve fixing any bugs identified in previous stages combined with an aggressive marketing and social media campaign to launch the solution. We may consider approaching large retail outlets with an offer to include our solutions to their branches and we will rely heavily on our marketing partners for additional outreach ideas. This stage is estimated to take 1-2 months.

Future plans: Beyond these four stages, our Company plans to slowly adapt our solutions to run on additional platforms, for example Android devices.

Our Offering expenses are comprised of legal and accounting expenses and transfer agent fees relating to the Offering. Our Officers and Directors will not receive any compensation for their efforts in selling our Shares.

We intend to use the proceeds of this Offering in the manner and in order of priority set forth above. We do not intend to use the proceeds to acquire assets or finance the acquisition of other businesses. At present, no material changes are contemplated. Should there be any material changes in the projected use of proceeds in connection with this Offering, we will issue an amended prospectus reflecting the new uses.

In all instances, after the effectiveness of this Registration Statement, the Company will need some amount of working capital to maintain its general existence and comply with its public reporting obligations. Our Company estimates that we will need approximately an additional $10,000 per year to cover additional expenses for public reporting, legal fees, accounting, auditing, and transfer of agent fees. The Company recognizes that if it does not raise net proceeds of at least $20,500 in this Offering, it will have to seek additional funds to cover these expenses. The $20,500 in net proceeds that we need to stay in business for twelve months is comprised of (i)$10,000 for public reporting expenses (ii) $10,000 for the development of the application and $500 for working capital. While the existing liabilities on our balance sheet also include $2,900 in shareholder loans, the shareholder loans do not have a fixed repayment date, and will not be paid out of the Net Offering , and the Offering costs will also be paid out of the gross proceeds from the Offering. The net proceeds from the Offering will not be used to pay either of these liabilities.

The Company will fail if it does not raise a minimum of gross proceeds of $32,000 and the Director will not be able to fund the Company

 In addition to changing allocations because of the amount of proceeds received, we may change the use of proceeds because of required changes in our business plan. Investors should understand that we have wide discretion over the use of proceeds. Therefore, management decisions may not be in line with the initial objectives of investors, who will have little ability to influence these decisions.

Our auditors have issued an opinion on our financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues, and no revenues are anticipated until we begin marketing the service. Accordingly, we must raise capital from sources other than the actual sale of the service. We must raise capital to implement our project and stay in business. Even if we raise the maximum amount of money in this Offering, we do not know how long the money will last; however, we do believe it will last at least twelve months.

General Working Capital

We may be wrong in our estimates of funds required in order to proceed with executing our general business plan described herein. Should we need additional funds, we would attempt to raise these funds through additional private placements or by the issuance of convertible debt by the company as it starts to plan to seek further financing through the placing20,000,000 shares of equity and/or debt securities in Q2 of 2015. The company currently has no arrangements with any entities with regard to this debt. We do not have any arrangements with potential investors or lenders to provide such funds, and there is no assurance that such additional financing will be available when required in order to proceed with the business plan, or that our ability to respond to competition or changes in the market place or to exploit opportunities will not be limited by lack of available capital financing. If we are unsuccessful in securing the additional capital needed to continue operations within the time required, we may not be in a position to continue operations.

We can offer no assurance that we will raise any funds in this Offering. As disclosed above, we have no revenues and, as such, if we are unable to raise net proceeds of at least $30,000, we may attempt to sell the Company or be forced to file for bankruptcy within twelve months. We do not have any current intentions, negotiations, or arrangements to merge or sell the Company.

The Company has, as of March 26, 2015, 0 cash and will need to seek additional funds in addition to the gross proceeds raised from the Offering, through equity financing to bring it product to market

We are not aware of any material trend, event or capital commitment, which would potentially adversely affect liquidity. We may need additional funds. In this case, we would attempt to raise these funds through additional private placements or by the issuance of convertible debt by the company as it starts to plan to seek further financing through the placing of equity and/or debt securities. The company currently has no arrangements with any entities with regard to this debt. We do not have any arrangements with potential investors or lenders to provide such funds and there is no assurance that such additional financing will be available when required in order to proceed with the business plan or that our ability to respond to competition or changes in the market place or to exploit opportunities will not be limited by lack of available capital financing. If we are unsuccessful in securing additional capital needed to continue operations within the time required, we may not be in a position to continue operations.

Quantitative and Qualitative Disclosures about Market Risk

Management does not believe that we face any material market risk exposure with respect to derivative or other financial instruments or otherwise.

Analysis of Financial Condition and Results of Operations

The Company has had limited operations since its inception and limited funds. Since our business was formed, we have incurred the following business expenses: incorporation fees, purchase of the patent application, legal and accounting fees, S-1 preparation and filing fees and transfer agent and other small miscellaneous fees. The Company plans to raise equity fromcommon stock under this Offering and through additional private placementsregistered in this offering (assuming a purchase price of $1.00 per share, 100% of the closing price of the common stock and assuming such sale was made on December 31, 2016, and after deducting estimated offering commissions and expenses payable by us), our pro forma as adjusted net tangible book value as of December 31, 2016 would have been $23,546,191, or by the issuance of convertible debt. There are currently no arrangements in place of any form of financing; however the Company is not aware of any uncertainties and or other events that will preclude the Company from raising equity$0.28 per share. This would represent an immediate increase in the normal mannernet tangible book value of its business conducts.$0.23 per share to existing shareholders attributable to this offering. The Company has no commitments for capital expenditures and is not awarefollowing table illustrates this per share dilution to new investors:

To the extent that we sell more or less than $20,000,000 worth of any material trendsshares under this Offering, or to the extent that will have a favorable and/some or unfavorable outcome onall sales are made at prices lower than or in excess of the Company seeking inassumed price per share of $1.00, then the future equity financing. The Company has limited operations and is not aware of any trends or uncertainties that will have an impact on the Company’s future operations. The Company has no off-balance sheet arrangements. The Company has no contractual obligations, long-term debt, capital leases, operating leases, purchase obligations at this time other than its current liabilitiesdilution reflected in the Financial Statements as at December 31, 2014.

Other

Except for historical information contained herein, the matters set forthtable above are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ from those in the forward-looking statements.

Recently Issued Accounting Pronouncements

Comprehensive Income

In May 2012, the FASB issued “Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“AOCI”)” which improves the reporting of reclassifications out of AOCI.will differ. The amendment requires an entity to report the effect of significant reclassifications out of AOCI on the respective line items in net income. For other amounts not required to be reclassified to net income, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about these amounts. This amendment became effective January 1, 2013 and the effect of adopting this updated guidance did not have an impact on the Company’s financial position or results of operations.

Presentation of Unrecognized Tax Benefits

In July 2013, the FASB issued “Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists” which improves the reporting of unrecognized tax benefits. The amendment requires an entity to present an unrecognized tax benefit as a reduction to deferred tax assets for NOLs or tax credit carry forward, unless the NOL or tax credit carry forward is not available under the tax law or not intended to be used as of the reporting date to settle any additional income taxes that would be due from the disallowance of a tax position. Under that exception, the unrecognized tax benefit should be presented as a liability instead of being netted against deferred tax assets for NOLs or tax credit carry forward. This amendment is effective for fiscal quarters and years beginning after December 15, 2013. The Company adopted this updated guidance early and it did not have an impact on the Company’s financial position or results of operations.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on the Company’s operations or its financial position. Amounts shown for machinery, equipment, and leasehold improvements and for costs and expenses reflect historical cost and do not necessarily represent replacement cost. The Company believes that the current inflation does not have a material impact on the net operating loss.

Market for Common Equity

Related Stockholder Matters

Market Information

There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the Registration Statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority, FINRA for our common stock to eligible for trading. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.

Security Holders

As of March 26, 2015, there were 6,000,000 Shares of common stock issued and outstanding, which were held by one stockholder of record.

Dividend Policy

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our current financial condition at such time; results of operations; capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.

Securities Authorized Under Equity Compensation Plans

We have no equity compensation plans.

Directors, Executive Officers, Promoters

Control Persons

Directors and Executive Officers

The following table sets forth certain information regarding the members of our Board of Directors and our executive officers as of March 26, 2015

Our Director holds office until the next annual meeting of our stockholders or until his successor/s is/are duly elected and qualified. According to our bylaws, if a director is elected by cumulative voting, a director may be removed only by the shareholders and then only when the votes cast against his removal would not be sufficient to elect him if voted cumulatively at an election at which the same total number of votes were cast and the entire board or the entire class of directors of which he is a member were then being elected.

Set forth below is a summary description of the principal occupation and business experience of our Director and executive officer for at least the last five years.

Mr. Guttman has served as our President, Secretary, Director and Internal accounting Officer since inception..

Mr Guttman studied in Lakewood Jewish Institute jewish studies and Jewish History in Lakewood USA, between January 2008 and September 2010 and since then has been managing a Book Store including the management operations , financial and controlling activites in Male Amos in Male Amos in Israel , until present.

Mr. Guttmann does not have technical expertise, experience or education in computer software or software development and a prototype of the prospective application has not been developed however the details of the business plan model has been consulted with related technical engineer consultants.

(See risk factor 11)

The Board believes that Mr. Guttman should serve as a Director and Chief Executive Officer and Internal Accounting Officer due to his business and administrative experience, all of which enable him to provide oversight and direction of the Company, including overseeing its business operations and bringing the Company to its objective goals. 

Each Director of the Company serves for a term of one year or until the successor is elected at the Company's annual stockholders' meeting and is qualified, subject to removal by the Company's stockholders. Each Officer serves, at the pleasure of the Board of Directors, for a term of one year and until the successor is elected at the annual meeting of the Board of Directors and is qualified.

Audit Committee and Financial Expert

We do not have an audit committee or an audit committee financial expert. Our corporate financial affairs are simple at this stage of development and each financial transaction can be viewed by any officer or Director at will.

Code of Ethics

We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers; however, the Company plans to implement such a code in the r second quarter of 2015.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent Directors, the functions that would have been performed by such committees are performed by our Board of Directors. Thus, there is a potential conflict of interest in that our Directors have the authority to determine issues concerning management compensation, in essence their own, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with our Executives / Directors.

Involvement in Certain Legal Proceedings

We are not aware of any material legal proceedings that have occurred within the past five years concerning any Director, Director nominee, or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Executive Compensation

We have not paid, nor do we owe, any compensation to our Executive Officer. We have not paid any compensation to any Officers since our inception to date. We have no employment agreements with any of executive officers or employees.

SUMMARY COMPENSATION TABLE

Option/SAR Grants

We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any Director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or Directors since we were founded.

Long-Term Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any Executive Officer or any Director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by our officer or Director or employees or consultants since we were founded.

Compensation of Directors

There are no arrangements pursuant to which our Director is or will be compensated in the future for any services provided as a Director.

Employment Contracts, Termination of Employment

Change-in-control Arrangements

There are currently no employment agreements or other contracts or arrangements with our Officer or Director. There are no compensation plans or arrangements, including payments to be made by us, with respect to our Officer, Director or Consultants that would result from the resignation, retirement or any other termination of our Director, officer or any consultants. There are no arrangements for our Director, Officer, Employees or Consultants that would result from a change-in-control.

Certain Relationships and Related Transactions

Other than the transactions discussed below, we have not entered into any transaction, nor are there any proposed transactions in which our Director, executive officer, stockholders or any member of the immediate family of the foregoing had or is to have a direct or indirect material interest.

 On December 1 , 2014, the Company issued 6,000,000 common shares to its Director for consideration of $0.0001 per share , $600 which was offset as a reduction from the Officer Loan Account.

As of March 26 2015, loans from related parties amounted to $2,900. represent working capital advances from the Company’s sole officer who is also the sole stockholder of the Company. The loans are unsecured, non-interest bearing, and due on demand.

The Company has an oral arrangement with the Director for the use of the Home for current operations which are minimal at no cost until the Company will raise funds pursuant to its registration Statement. The Company intends to file a copy of any new written lease agreements (with consideration) accordingly, when applicable in its future periodic report filings.

The Company has oral arrangements with its Director/CEO who will and has agreed to fund the current minimum required funds (Interest free) needed to meet the minimum ongoing operations of the Company for a period of not less than the following twelve months.

The agreement is not legally binding as it is discretionary and only covers the costs of the periodic filings and not costs associated with the implementation of the business plan.

The Company does not have any other promoters other than the Director Mr. Yair David Guttman.

Director Independence

According to Item 407 (a)(1)(ii), we are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent Directors.” We do not believe that any of our directors currently meets the definition of “independent” as promulgated by the rules and regulations of NASDAQ.

Security Ownership of Certain Beneficial Owners and Management

(i) The following table sets forth certain information concerning the ownership of the Common Stock by (a) each person who, to the best of our knowledge, beneficially owned on that date more than 5% of our outstanding common stock, (b) each of our Directors and executive officers and (c) all current Directors and executive officers as a group. The followingabove table is based upon an aggregate of 6,000,000 Shareson 64,628,622 shares of our common stock outstanding as of March 26, 2015

(1) Beneficial ownership is determined in accordance with the rulesdate of this Prospectus adjusted for the Securities and Exchange Commission (the "SEC") and generally includes voting or investment power with respect to securities. In accordance with SEC rules, Sharesassumed sale of 20,000,000 shares of common stock issuable uponfor gross proceeds of $20,000,000 (at the exercise of options or warrants which are currently exercisable or which become exercisable within 60 days followingassumed purchase price described above and after deducting estimated offering commissions and expenses payable by us). Assuming no adjustments in the date of the information in this table are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option or warrant. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment power with respect to all Sharesoffering price per share of common stock ownedof $1.00, new investors will be diluted by such person.$0.77 per share, $0.82 per share, and $0.88 per share in the event 75%, 50%, or 25% of the offering is sold, respectively. In the event we only sell 3% of our offering, resulting in gross proceeds of $600,000, new shareholders will be diluted by $0.94 per share.

Legal Proceedings

There are no pending legal proceedings to whichTo the Company or any Director, officer or affiliate of the Company, any owner of record or beneficial holder of more than 5% of any class of voting securities of the Company, or security holder is a partyextent that is adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Description of Securities

The following description of our capital stock is a summary and is qualified by the provisions of our Certificate of Incorporation, with amendments, all of which have been filed as exhibits to our Registration Statement of which this prospectus is a part.

Our Common Stock

We are authorized towe issue 490,000,000 Shares of our Common Stock, $0.0001 par value, of which, as of December 31 2014, 6,000,000 Shares are issued and outstanding. Holders of Sharesadditional shares of common stock are entitled to one vote for each share on all matters to be voted on byin the stockholders. Under Delaware Law, a corporation’s stockholders may appoint Directors by cumulative voting as set forth in its certificate of incorporation, however, our certificate of incorporation does not include such a right, and therefore our holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, asfuture, there may be declared from timefurther dilution to time by the Board of Directorsinvestors participating in its discretion from funds legally available therefore.this offering. In the event of our liquidation, dissolution, or winding up, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Pursuant to Article X, Section 6 of our by-lawsaddition, we have the ability to hold our shareholders liable for calls on partly paid Shares in accordance with Delaware General Corporations Law §156 and to redeem Shares called by us in accordance with Delaware General Corporations Law §160. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

Delaware General Corporations Law §156 states that the corporation MAY (emphasis added) issue Shares as partially paid and subject to a call on the remaining amount due for the purchase of the issued Shares. At the present time, the Corporation has not intent to issue Shares for partial payment”

The restrictions on the ability of shareholders to call meetings in Article III, the authority of your board of directors to set the size of your board and appoint directors in Article V, and limitations on the ability to remove directors in Article V of Exhibit 3.2 would have an effect of delaying, deferring, or preventing a change in control.

Article III, Section 2, states, “Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the chairman or the president or vice president (if any) or secretary at the request in writing of the majority of the members of the Board of Directors or holders of a majority of the total voting power of all outstanding Shares of stock of this corporation then entitled to vote, and may not be called by the stockholders absent such request. Any such request shall state the purpose or purposes of the proposed meeting.” Accordingly, it would take shareholders owning a majority of the Shares to call such a meeting. In the event that management owns a majority of the Shares entitled to vote, the minority shareholders would have no authority to call a special meeting in the event they wished to attempt to remove the management of the Company.

Article V, Section 1 states, “The first Board of Directors and all subsequent Boards of the Corporation shall consist of at least one person, unless and until otherwise determined by vote of a majority of the entire Board of Directors. Directors shall be at least eighteen years of age and need not be residents of the State of Delaware nor shareholders of the corporation. The directors, other than the first Board of Directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first Board of Directors shall hold office until the first annual meeting of shareholders.” The effect of this provision precludes the minority shareholders from being able to affect the number of directors of the Company because the current members of the Board of Directors have the sole authority to determine the number of directors. Since the minority shareholders cannot elect any directors, where the absence of cumulative voting is in existence, as currently exists, the minority shareholders can never elect a director of their choosing. This effectively precludes any takeover attempt without the approval of the directors then sitting on the Board

Our Preferred Stock

We are authorized to issue 10,000,000 preferred stock.

No preferred stock has been issued

Anti-Takeover Effects Of Provisions of the Articles of Incorporation Authorized and Unissued Stock

The authorized but unissued Shares of our common stock are available for future issuance without our stockholders’ approval. These additional Shares may be utilized for a variety of corporate purposes including but not limited to future public or direct Offeringschoose to raise additional capital corporate acquisitions and employee incentive plans. The issuancebecause of such Shares may also be used to deter a potential takeover of the Companymarket conditions or strategic considerations, even if we believe that may otherwise be beneficial to stockholders by diluting the Shares held by a potential suitor or issuing Shares to a stockholder that will vote in accordance with the Company’s Board of Directors’ desires. A takeover may be beneficial to stockholders because, among other reasons, a potential suitor may offer stockholders a premium for their Shares of stock compared to the then-existing market price.

Shares Eligible for Future Sale

Prior to this Offering, there has been no public marketwe have sufficient funds for our common stock. We cannot predict the effect, if any, that market sales of Shares of our common stockcurrent or the availability of Shares of our common stock for sale will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability tooperating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our equity securities.shareholders. 

TERMS OF THE OFFERING

Upon completion of this Offering, assuming all of the offered Shares are purchased, we willWe have a total of 7,000,000 Shares64,628,622 shares of common stock outstanding. The 1,000,000 Shares sold inissued and outstanding as of the date of this Offeringprospectus of which 1,090,500 of the shares will be freely tradable without restriction, or further registration under the Securities Act, unless those Shares are acquired by our “affiliates,” as that termregistered on behalf of selling stockholders. The Company is defined in Rule 144 under the Securities Act. The remaining 6,000,000 Sharesregistering an additional 20,000,000 shares of its common stock outstanding will be restricted as a resultfor sale at the price of securities laws. Restricted securities may be sold in the public market only if they have been registered or if they qualify$1.00 per share for an exemption from registration under Rule 144 under the Securities Act.

Rule 144

As of February 17 , 2015, there is one stockholder of record holding a total of 6,000,000 Shares of our common stock. All of our issued Shares of common stock are "restricted securities", as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. All of these 6,000,000 Shares are helddirect placement by our “affiliate”, as such term is defined in Rule 144, and as long as the Company, isi.e., without the use of a non-fully - reporting issuer and has operations for at least a year, the Shares may be sold in the public market commencing one year after their acquisition, subject to the availability of current public information, volume restrictions, and certain restrictions on the manner of sale. If the Company becomes a fully -reporting issuer, the holding period is reduced to six months, but thebroker-dealer or other restrictions remain in place. Since we have not commenced operations and we have nominal operations and nominal non-cash assets, we are considered an issuer with no or nominal operations and no or nominal non-cash assets, and Rule 144(i) applies to us. Therefore, our stockholders holding unregistered Shares will be unable to use Rule 144 to resell their stock until at least 12 months after we have operations and more than nominal assets.

Plan of Distribution

We are offering for sale a maximum of 1,000,000 Shares of our common stock in a self-underwritten Offering directly to the public at a price of $0.04 per share.third-party statutory underwriter. There is no minimum amount of Shares that we must sell in our direct Offering, and therefore no minimum amount of proceeds will be raised. No arrangements have been madearrangement to place funds into escrow or any similar account. Upon receipt, Offering proceeds will be deposited into our operating account and used to conduct our business and operations. We are offeringaddress the Shares without any underwriting discounts or commissions. The purchase price is $0.04 per share. If all 1,000,000 Shares are not sold within 180 days from the date hereof, (unless which may be extended an additional 90 days in our sole discretion as needed to complete the offering ), the Offering for the balancepossible effect of the Shares will terminate and no further Shares will be sold.

Our Offering price of $0.04 per share was arbitrarily decided upon by our management and is not based upon earnings or operating history, does not reflect our actual value, and bears no relation to our earnings, assets, book value, net worth, or any other recognized criteria of value. No independent investment banking firm has been retained to assist in determining the Offering price for the Shares. Such Offering price was not basedoffering on the price of the issuance to our founders. Accordingly, the Offering price should not be regarded as an indication of any future price of our stock.

 We anticipate applying for trading ofIn connection with the Company’s selling efforts in the offering, our common stock on the over-the-counter (OTC) Bulletin Board upon the effectiveness of the Registration Statement of which this prospectus forms a part. To have our securities quoted on the OTC Bulletin Board we must: (1) be a company that reports its current financial information to the Securities and Exchange Commission, banking regulators or insurance regulators; and (2) have at least one market maker who completes and files a Form 211 with FINRA Regulation, Inc. The OTC Bulletin Board differs substantially from national and regional stock exchanges because it (1) operates through communication of bids, offers and confirmations between broker-dealers, rather than one centralized market or exchange; and, (2) securities admitted to quotation are offered by one or more broker-dealers rather than "specialists" which operate in stock exchanges. We have not yet engaged a market maker to help us apply for quotation on the OTC Bulletin Board, and we are not able to determine the length of time that such application process will take. Such time frame is dependent on comments we receive, if any, from the FINRA regarding our Form 211 application.

There is currently no market for our Shares of common stock. There can be no assurance that a market for our common stock will be established or that, if established, such market will be sustained. Therefore, purchasers of our Shares registered hereunder may be unable to sell their securities, because there may not be a public market for our securities. As a result, you may find it more difficult to dispose of, or obtain accurate quotes of our common stock. Any purchaser of our securities should be in a financial position to bear the risks of losing their entire investment.

We intend to sell the Shares in this Offering through Mr. Yair David Guttman, the CEO and Director of the Company. He will receive no commission from the sale of any Shares. Heexecutive officers will not register as a broker-dealer under sectionpursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1.as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 sets forth those conditions under which a personprovides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer maythat participate in the Offeringan offering of the issuer's securities andissuer’s securities. Our executive officers are not be deemedsubject to be a broker/dealer. As Mr. Yair David Guttman is both a US and an Israeli citizen and as he does not reside in the US, this offer will primarily be directed to residents of Israel. Because the site will be primarily in English, with potential for localization to other languages in the future, we favor the idea of hiring United States-based marketing and development consultants for pursuing the business model only, and have established a corporation in the United States, and our Director has pursued this connection. However, his primary sales connections are in Israel and as such, will be directed to this market. Should he choose to attempt to sell Shares in the United States, he is aware that this will present challenges and the attempt may not be successful. These challenges include, but may not be limited to, having a Company incorporated in the United States with offices, director, and officer in a foreign country, in this case, Israel, and which primarily plans sales for the Israeli market initially, as well as other factors listed in the Risk Factors sections.

The conditions are that:

1. The person is not statutorily disqualified,any statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation;Exchange Act. Mr. Jin and

2. The person is Ms. Li will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

3. The person isour securities. Mr. Jin and Ms. Li are not, atnor have been within the time of their participation,past 12 months, a broker or dealer, and they are not, nor has been within the past 12 months, an associated person of a broker/dealer; and,

4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily perform,broker or is intended primarily to perform atdealer. At the end of the Offering,offering, Mr. Jin and Ms. Li will continue to primarily perform substantial duties for our company or on its behalf of the Issuer otherwise than in connection with transactions in securities;securities. Mr. Jin and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) doMs. Li will not participate in selling and Offeringan offering of securities for any Issuerissuer more than once every twelve (12)12 months other than in reliance on Paragraphs (a)Exchange Act Rule 3a4-1(a)(4)(i) or (a)(4)(iii).

We will not utilizereceive all proceeds from the Internet to advertisesale of the 20,000,000 shares being offered. The price per share is fixed at $1.00 for the duration of this offering. Our stock is quoted on OTCQB under the symbol “AVCO.” On May 8, 2017, the last reported sale price of shares of our Offering.common stock on the OTCQB Marketplace was $0.75.

OFFERING PERIOD AND EXPIRATION DATEThe Company’s shares may be sold to purchasers directly by and subject to our discretion. Further, we will not offer its shares for sale through underwriters, dealers, agents, or anyone who may receive compensation in the form of underwriting discounts, concessions, or commissions from our company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by our company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $1.00 per share.

Our management has a substantial network of individuals and financial institutions that they have developed over the course of their many decades of participation in the healthcare industry. Many of these people are currently aware of the business operations of our company and will be made aware of the effectiveness of this registration statement. In addition, the public at large is and will become familiar with our operational business activities in the healthcare industry through business relationships and operational press releases. These relationships, positive press, and word-of-mouth will be relied upon to attract interest in the offering. Accordingly, we expect to be solicited by prospective investors to participate in the offering.

In order to comply with the applicable securities laws of certain States, the securities will be offered or sold in those States only if they have been registered or qualified for sale or if an exemption from such registration or qualification requirement is available and with which the Company has complied.

In addition, and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

Our shares of common stock are subject to the “penny stock” rules of the Securities and Exchange Commission. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.

We will pay all expenses incidental to the registration of the shares, which we expect to be approximately $50,000.

Offering Period and Expiration Date

This Offeringoffering will start on the date ofthat this Registration Statement asregistration statement is declared effective by the SEC and continue for a period of 180one hundred and eighty (180) days. We may extendThe offering shall terminate on the Offering period for an additional 90 days, if we have not been able to raiseearlier of (i) the money bydate when the endsale of all 20,000,000 shares is completed, (ii) when the Board of Directors decides that it is in the best interest of the initial period.Company to terminate the offering prior the completion of the sale of all 20,000,000 shares registered under the Registration Statement of which this Prospectus is part or (iii) the 181st day after the effective date of this prospectus. We will not accept any money until this Registration Statementregistration statement is declared effective by the SEC. Once investors execute and deliver the subscription agreement with funds and we accept such subscription, they will be entitled to their Shares and become registered shareholders with all the rights and privileges that entails. We will issue stock certificates to investors as soon as practicable after acceptance of the subscription.

PROCEDURES FOR SUBSCRIBINGProcedures for Subscribing

We will not accept any money until this Registration Statement is declared effective by the SEC. Once the Registration Statement is declared effective by the SEC, ifIf you decide to subscribe for any Sharesshares in this Offering,offering, you must:must

1. Execute and deliver a subscription agreement

2. Deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to "Global Technologies“Avalon GloboCare Corp."” We will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.

Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request a refund of monies paid. All accepted subscriptions are irrevocable, even if you subsequently learn information about us that you consider to be materially unfavorable.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, within 3 business days of our having received the monies, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

UnderwritersThe following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors,” “Forward-Looking Statements,” and in other parts of this prospectus.

Overview

Avalon GloboCare is dedicated to integrating and managing global healthcare services and resources, as well as empowering high-impact biomedical innovations and technologies to accelerate their clinical applications. Operating through twomajor platforms, namely “Avalon Cell”, and “Avalon Rehab”, our “Technology + Service” ecosystem covers the areas of regenerative medicine, cell-based immunotherapy, exosome technology, telemedicine with medical second opinion/referral services, as well as fertility and rehabilitation medicine. We plan to integrate these services through joint ventures and accretive acquisitions that bring shareholder value both in the short term, through operational entities as part of Avalon Rehab, and long term, through biomedical innovation development as part of Avalon Cell.

We currently produce revenue through related party strategic relationships in the Peoples Republic of China (“China”) that provide consultative services in advanced areas of immunotherapy and second opinion/referral services. Our services include research studies; executive education; daily online executive briefings; tailored expert advisory services; and consulting and management services. We typically charge an annual fee. Through our services we attempt to focus our clients on important problems by providing an analysis of the evolving healthcare industry and the methods prevalent in the industry to solve those problems through counsel, business planning and support.

The value of the Renminbi ("RMB"), the main currency used in China, fluctuates and is affected by, among other things, changes in China's political and economic conditions. The conversion of RMB into foreign currencies such as the U.S. dollar have generally been based on rates set by the People's Bank of China, which are set daily based on the previous day's interbank foreign exchange market rates and current exchange rates on the world financial markets.

Going Concern

We have no underwritera limited operating history and our continued growth is dependent upon the continuation of providing medical consulting services to our only three clients who are our related parties; hence generating revenues, and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. We had an accumulated deficit of $53,369 at December 31, 2016. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2016 contained an explanatory paragraph regarding our ability to continue as a going concern based upon cash used in operating activities and the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These factors, among others, raised substantial doubt about our ability to continue as a going concern. Our financial statements appearing elsewhere in this report do not intendinclude any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate significant revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

Our ability to continue as a going concern is dependent upon our ability to carry out our business plan, achieve profitable operations, obtain additional working capital funds from our significant shareholders, and or through debt and equity financings. However, there can be no assurance that any additional financings will be available to us on satisfactory terms and conditions, if any.

The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have one. Inbeen prepared in accordance with accounting principles generally accepted in the eventUnited States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes and the valuation of equity transactions.

We base our estimates on historical experience and on various other assumptions that we sell or intendbelieved to sell by meansbe reasonable under the circumstances, the results of any arrangement with an underwriter, then we will file a post-effective amendment to this S-1 to accurately reflectwhich form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to usthese estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial affairs and any new risk factors, and in particular to disclose such material relevant to this Plan of Distribution.statements.

Regulation MRevenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured.

We provide medical related consulting services to our clients. We are paid fees for our services by our clients under written consulting agreements. Each contract calls for a fixed payment in a fixed period of time. We recognize revenue by providing medical related consulting services under written service contracts with our customers. Revenue related to our service offerings is recognized as the services are performed and amounts are earned, using the straight-line method over the term of the related services agreement. Prepayments, if any, received from customers prior to the services being performed are recorded as advance from customers. In these cases, when the services are performed, the amount recorded as advance from customers is recognized as revenue.

Income Taxes

We are governed by the income tax laws of China and the United States. Income taxes are accounted for pursuant to ASC 740 “Accounting for Income Taxes,” which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. The charge for taxes is based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probably that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is changed to equity. Deferred tax assets and liabilities are offset when they related to income taxes levied by the same taxation authority and we intend to settle its current tax assets and liabilities on a net basis.

Stock-based Compensation

Stock based compensation is accounted for based on the requirements of the Share-Based Payment topic of Accounting Standards Codification (“ASC”) 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. We are currently evaluating the impact it may have on our consolidated financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption. We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our consolidated financial condition, results of operations, cash flows or disclosures.

RESULTS OF OPERATIONS

Comparison of Results of Operations for the Year Ended December 31, 2016 and for the Period from May 18, 2015 (Date of Inception) through December 31, 2015

Revenue

We generated revenue commencing on July 2016. For the year ended December 31, 2016, we had revenues from related parties of $616,446. We did not generate any revenue for the period from May 18, 2015 (date of inception) through December 31, 2015.

Cost of Revenue

Cost of revenue includes the cost of internal labor and related benefits, travel expenses related to consulting services, subcontractor costs, other related consulting costs, and other overhead costs.

For the year ended December 31, 2016, cost of revenues was $73,066. Since we started generating revenue during the third quarter of 2016, we had neither revenue nor cost of revenue in the period from May 18, 2015 (date of inception) through December 31, 2015.

Gross Profit and Gross Margin

Our gross profit was $543,380 for the year ended December 31, 2016, representing gross margin of 88.1%.

Operating Expenses

For the year ended December 31, 2016 and for the period from May 18, 2015 (date of inception) through December 31, 2015, operating expenses consisted of the following:

Income (Loss) from Operations

As a result of the foregoing, for the year ended December 31, 2016, income from operations amounted to $76,933, as compared to loss from operations of $(102,380) for the period from May 18, 2015 (date of inception) through December 31, 2015.

Other Income

Other income includes interest income from bank deposits, which amounted to $575 and $8, for the year ended December 31, 2016 and for the period from May 18, 2015 (date of inception) through December 31, 2015, respectively.

Income Taxes

Income taxes expense was $21,927 for the year ended December 31, 2016, which was attributable to the taxable income generated by our China operating entity. We did not have any income taxes expense for the period from May 18, 2015 (date of inception) through December 31, 2015 since we incurred a loss in the period.

Net Income (Loss)

As a result of the factors described above, our net income was $55,581, or $0.001 per share (basic and diluted), for the year ended December 31, 2016. Our net loss was $102,372, or $(0.002) per share (basic and diluted), for the period from May 18, 2015 (date of inception) through December 31, 2015.

Foreign Currency Translation Adjustment

Our reporting currency is the U.S. dollar. The functional currency of our parent company and our wholly-owned U.S. subsidiary, Avalon Healthcare System Inc. is the U.S. dollar and the functional currency of our wholly-owned Chinese subsidiary, Avalon (Shanghai) Healthcare Technology Co., Ltd. which is incorporated in China, is the Chinese Renminbi (“RMB”). The financial statements of our subsidiary whose functional currency is the RMB are translated to U.S. dollars using period end rates of exchange for assets and liabilities, and average rates of exchange (for the period) for revenue, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the results of operations. As a result of foreign currency translations, which are a non-cash adjustment, we reported a foreign currency translation loss of $94,568 and $0 for the year ended December 31, 2016 and for the period from May 18, 2015 (date of inception) through December 31, 2015, respectively. This non-cash loss had the effect of increasing our reported comprehensive loss.

Comprehensive Loss

As a result of our foreign currency translation adjustment, we had comprehensive loss for the year ended December 31, 2016 of $38,987, compared to comprehensive loss of $102,372 for the period from May 18, 2015 (date of inception) through December 31, 2015.

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. At December 31, 2016 and 2015, we had cash balance of approximately $2,886,000 and $110,000, respectively. These funds are kept in financial institutions located as follows:

The following table sets forth a summary of changes in our working capital from December 31, 2015 to December 31, 2016:

Our working capital increased by approximately $3,559,000 to working capital of approximately $3,546,000 at December 31, 2016 from working capital deficit (current liabilities exceeded current assets) of approximately $13,000 at December 31, 2015. The increase in working capital was primarily attributable to an significant increase in cash of approximately $2,777,000 mainly resulting from the proceeds received from sale of common stock of approximately $3,635,000 in year 2016, an increase in accounts receivable – related party, net of allowance for doubtful accounts, of approximately $70,000, an increase in prepaid expenses and other current assets of approximately $750,000 mainly due to the prepayment made for acquisition of real property of approximately $700,000 during the year ended December 31, 2016, and a decrease in accounts payable and accrued liabilities – related parties of approximately $10,000, offset by an increase in accounts payable and accrued liabilities of approximately $6,000, an increase in income taxes payable of approximately $21,000, an increase in VAT and other taxes payable of approximately $11,000, and an increase in due to related parties of approximately $9,000.

Because the exchange rate conversion is different for the consolidated balance sheets and the consolidated statements of cash flows, the changes in assets and liabilities reflected on the consolidated statements of cash flows are not necessarily identical with the comparable changes reflected on the consolidated balance sheets.

Cash Flows for the Year Ended December 31, 2016 Compared to the Period from May 18, 2015 (Date of Inception) through December 31, 2015

The following summarizes the key components of our cash flows for the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015:

Net cash flow provided by operating activities for the year ended December 31, 2016 was approximately $14,000, which primarily reflected our net income of approximately $56,000, and the add-back of non-cash items mainly consisting of stock-based professional fees of approximately $53,000, and changes in operating assets and liabilities consisting of an increase in accounts payable and accrued liabilities of approximately $6,000, an increase in income taxes payable of approximately $22,000, and an increase in VAT and other taxes payable of approximately $12,000, offset by changes in operating assets and liabilities consisting of an increase in accounts receivable – related party of approximately $73,000, an increase in prepaid expenses and other of approximately $51,000, and a decrease in accounts payable and accrued liabilities – related parties of approximately $10,000.

Net cash flow used in operating activities for the period from May 18, 2015 (date of inception) through December 31, 2015 reflected our net loss of approximately $102,000, offset by changes in operating assets and liabilities consisting of an increase accounts payable and accrued liabilities of approximately $17,000, and an increase in accounts payable and accrued liabilities – related parties of approximately $18,000.

Net cash flow used in investing activities reflects the prepayments made for acquisition of real property of $700,000, the purchase of the Company’s shares of $230,000 made by AHS, and the purchase of property, plant and equipment of $334 for the year ended December 31, 2016. We did not incur any investing activity during the period from May 18, 2015 (date of inception) through December 31, 2015.

Net cash flow provided by financing activities was $3,785,000 for the year ended December 31, 2016. During the year ended December 31, 2016, we received proceeds from related parties’ advance of $9,000, and received proceeds from founders’ contribution of $141,000, and received proceeds from sale of common stock of $3,635,000, in funding our operations. Net cash flow provided by financing activities was $177,150 for the period from May 18, 2015 (date of inception) through December 31, 2015. During the period from May 18, 2015 (date of inception) through December 31, 2015, we received advance from related parties of $88,150 and received founders’ contribution of $89,000, in funding our operations.

Our capital requirements for the next twelve months primarily relate to purchasing certain real property located in the Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9, Freehold, NJ 07798, which we closed on May 5, 2017. In addition, we expect to use cash to pay salaries and fees related to third parties’ professional services. All funds received have been expended in the furtherance of growing the business. The following trends are reasonably likely to result or have resulted in a material decrease in our liquidity over the near to long term:

We will need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will be insufficient to satisfy our cash requirements under our present operating expectations. Other than working capital and advance received from related parties and funds received pursuant to securities purchase agreements, we presently have no other significant alternative source of working capital. We have used these funds to fund our operating expenses, pay our obligations and grow our company. We will need to raise significant additional capital to fund our operations and to provide working capital for our ongoing operations and obligations. Therefore, our future operation is dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will be required to cease our operations. To date, we have not considered this alternative, nor do we view it as a likely occurrence.

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operations, and cash flows. The following tables summarize our contractual obligations as of December 31, 2016, and the effect these obligations are expected to have on our liquidity and cash flows in future periods.

Off-balance Sheet Arrangements

We presently do not have off-balance sheet arrangements.

Foreign Currency Exchange Rate Risk

Our primary operations are in China. Thus, most of our revenue and operating results may be impacted by exchange rate fluctuations between RMB and US dollars. For the year ended December 31, 2016 and for the period from May 18, 2015 (date of inception) through December 31, 2015, we had unrealized foreign currency translation loss of approximately $95,000 and $0, respectively, because of changes in the exchange rate.

Inflation

The effect of inflation on our revenue and operating results was not significant.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Previous independent registered public accounting firm

On October 20, 2016 (the “Dismissal Date”), we advised Weinberg & Baer LLC (the “Former Auditor”) that it was dismissed as our independent registered public accounting firm. The decision to dismiss the Former Auditor as our independent registered public accounting firm was approved by our Board of Directors.

During the years ended December 31, 2015 and 2014 and through the Dismissal Date, we have not had any disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such years.

Except as set forth below, during the years ended December 31, 2015 and 2014 and through the Dismissal Date, the reports of the Former Auditor on our financial statements did not contain any adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle, except that the report contained a paragraph stating there was substantial doubt about our ability to continue as a going concern.

New independent registered public accounting firm

On October 20, 2016 (the “Engagement Date”), we engaged RBSM LLP (“New Auditor”) as its independent registered public accounting firm for our fiscal year ended December 31, 2016. The decision to engage the New Auditor as our independent registered public accounting firm was approved by our Board of Directors.

During the two most recent fiscal years and through the Engagement Date, we have not consulted with the New Auditor regarding either:

BUSINESS AND PROPERTIES

General

Unless the context otherwise requires, in this report, the terms “Avalon GloboCare” or “Company”, "we", or "our", or “Avalon” refers to, a Avalon GloboCare Corp. (f/k/a Global Technologies Corp.) a Delaware corporation. Avalon GloboCare’s principal office is located at 83 South Street, Suite 101, Freehold, New Jersey 07728. The Company's telephone number is (917) 930-8118. Avalon GloboCare reports its operations using a calendar year ending December 31 and the operations reported are presented on a consolidated basis.

The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, registration statements and other items with the Securities and Exchange Commission (“SEC”). Avalon GloboCare provides access free of charge to all of these SEC filings, as soon as reasonably practicable after filing, on its internet site located at www.avalon-globocare.com. In this report on Form 10-K, the language “this fiscal year" or "current fiscal year” refers to the 12-month period ended December 31, 2016.

In addition, the public may read and copy any materials Avalon files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site (www.sec.gov ) that contains reports, proxy and information statements regarding issuers, like Avalon GloboCare, that file electronically with the SEC.

Business Development

Avalon was incorporated under the laws of the State of Delaware on July 28, 2014. On October 18, 2016, the Company changed its name to Avalon GloboCare Corp. and completed a reverse split of its shares of common stock at a ratio of 1:4.

Avalon GloboCare is a conglomerate which owns 100% of the capital stock of Avalon Heathcare Systems, Inc., a Delaware company (“AHS”) which it acquired on October 19, 2016 for the purpose of acquiring U.S. based healthcare companies. AHS was incorporated on May 18, 2015 under the laws of the State of Delaware. In addition, Avalon GloboCare owns 100% of the capital stock of Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), which is a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (“PRC” or “China”). Avalon Shanghai was incorporated on April 29, 2016 and is engaged in medical related consulting services for customers. On February 7, 2017, Avalon formed Avalon RT 9 Properties, LLC, a New Jersey limited liability company, and on January 23, 2017, Avalon incorporated Avalon (BVI) Ltd, a British Virgin Island company.

Our Markets

Avalon GloboCare is dedicated to integrating and managing global healthcare services and resources, as well as empowering high-impact biomedical innovations and technologies to accelerate their clinical applications. Operating through two major platforms, namely “Avalon Cell”,” and “Avalon Rehab”, our “Technology + Service” ecosystem covers the areas of regenerative medicine, cell-based immunotherapy, exosome technology, and rehabilitation medicine. We plan to integrate these services through joint ventures and accretive acquisitions that bring shareholder value both in the short term, through operational entities as part of Avalon Rehab and long term, through biomedical innovation development as part of Avalon Cell.

Sales and Marketing

We seek to develop new business through relationships driven by our senior management, which have extensive contacts throughout the healthcare system. Our senior management will be seeking opportunities for joint ventures, strategic relationships and acquisitions in consulting, biomedical innovations, and rehabilitation centers.

Services

We currently produce revenue through related party strategic relationships through Avalon Shanghai that provide consultative services in advanced areas of immunotherapy and second opinion/referral services. Our services include research studies; executive education; daily online executive briefings; tailored expert advisory services; and consulting and management services. We typically charge an annual fee. Through our services we attempt to focus our clients on important problems by providing an analysis of the evolving healthcare industry and the methods prevalent in the industry to solve those problems through counsel, business planning and support. We plan to expand our business services throughout the United States via our two major “Technology + Service” platforms, “Avalon Cell”, and “Avalon Rehab”.

Strategic Partnerships

We are in negotiation in our areas of focus with respect to potential acquisitions and strategic partnerships. There is no guarantee that we will be able to successfully sign a definitive agreement, close or implement such business arrangement. We are currently in negotiation to form a strategic partnership in the U.S. with a leading research group in the area of Exosome technology, which are small extracellular vesicles that we believe may be used as a vehicle for drug delivery for the treatment of various diseases and biomarkers for early stage diagnosis.

Markets

The Company will focus on the following markets in developing its core business:

Platform “Avalon Cell”

Regarded as the future of medicine, cell-based therapeutics will replace pharmaceuticals as a more effective and functional modality in disease treatment. Avalon is actively engaging in this revolutionary trend and positioning to take a leading role in cell-based technology and therapeutics. The business model for our “Avalon Cell” platform is based on stringent criteria in selection and evaluation of candidate projects at different stages of their developmental cycle. We particularly focus on projects with strong intellectual property and distinctive innovation, translational, application-driven, as well as commercialization-ready. Our technology-based platform, “Avalon Cell”, comprises four programs:

Platform Rehab

A growing trend in China is in the sector of rehabilitation medicine. With our strong capability in integrating global technology and resources in physical medicine and rehabilitation, Avalon will position to take a leading role in this area through our “Avalon Rehab” platform: a turnkey, full suite of rehab services including PT, OT, robotic engineering, cybernectics, and clinical nutrition. Avalon will also engage in strategic partnership with our institutional clients, building the leading and most authoritative network of integrated physical medicine and rehabilitation, particularly for cancer rehab patients. Our initial flagship clinical bases for Avalon Rehab include: Hebei Yanda Lu Daopei Hospital, Beijing Lu Daopei Hospital, and Beijing Daopei Hematology Hospital, with participating strategic partners MD Anderson Cancer Center and Kessler Rehabilitation Institute. Michael Skuhersky from MIT will provide cybernectic support. Focus will be on accretive acquisitions and joint venture strategic partnerships that are in revenue generating, cash flow positive positions to support biomedical innovation development while providing immediate shareholder value.

Services

Our services are targeted at serving our clients and using our insights and deep expertise to produce tangible and significant results. Our services include research studies; executive education; daily online executive briefings; tailored expert advisory services; and consulting and management services. We typically charge an annual fee. Through our services we attempt to focus our clients on important problems by providing an analysis of the evolving healthcare industry and the methods prevalent in the industry to solve those problems. We target these solutions to the clients specific strategic challenges, operational issues, and management concerns. As part of this, we provide personnel support for each client that will provide counsel, business planning and support.

Annual Fee

We generally charge a fixed annual fee to be retained for our services which can vary depending on the work required.

Strategic Development

We intend to focus on three components. The initial component will be focused on acquiring and/or managing fixed assets including healthcare real estate as well as stem cell banks. In addition, we intend to pursue the acquisition and development of healthcare related technologies through acquisition, licensing or joint ventures. We will also consider a third avenue of investing in certain technologies.

Intellectual Property

We have not applied for or received patent protection in the US or any other country, and, as a result, there is a distinct risk that we will not be able to adequately protect our intellectual property rights in these countries. We own and control a variety of trade secrets, confidential information, trademarks, trade names, copyrights, and other intellectual property rights that, in the aggregate, are of material importance to our business. We consider our trademarks, service marks, and other intellectual property to be proprietary, and rely on a combination of copyright, trademark, trade secret, non-disclosure, and contractual safeguards to protect our intellectual property rights.

Competition

In our current consulting business in China, we compete with a number of advisory firm offering similar service including consulting and strategy firms; market research, data, benchmarking, and forecasting providers; technology vendors and services firms; health care information technology firms; technology advisory firms; outsourcing firms; and specialized providers of educational and training services. Other organizations, such as state and national trade associations, group purchasing organizations, non-profit think-tanks, and database companies, also may offer research, consulting, tools, and education services to health care and education organizations.

We believe that the principal competitive factors in our market include quality and timeliness of our services, strength and depth of relationships with our clients, ability to meet the changing needs of current and prospective clients, measurable returns on customer investment, and service and affordability.

As our business develops and we expand through joint ventures, acquisitions and strategic partnerships in the U.S and China, we will have competition with other direct service providers, emerging technologies and medical communication platforms. Avalon will seek to maintain a competitive advantage through intellectual property, superior quality management and cutting edge technology.

Legal Proceedings

From time to time, we are subject to Regulation Mordinary routine litigation incidental to our normal business operations. We are not currently a party to, and our property is not subject to, any material legal proceedings.

Properties

Our principal offices are located at 83 South Street, Suite 101, Freehold, New Jersey 07728, which includes general office space. We pay $1,000 per month in rent. Our lease will expire on October 31, 2017.

On December 22, 2016, we entered into an Agreement of Sale (the "Purchase Agreement") with Freehold Craig Road Partnership (“Seller”), a New Jersey partnership, to purchase certain real property located in the Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9, Freehold, NJ 07798 (the "Property"). All rights under the Purchase Agreement were assigned by us to Avalon RT9 Properties, LLC, the Company’s wholly owned subsidiary (“Avalon Properties”). Avalon Properties closed on the purchase of the Property on May 5, 2017. The purchase price including adjustments paid for the Property was $7.65 million in cash. The Seller also assigned all lease agreements for all tenants on the Property to Avalon Properties. 

We believe that our current office space is adequate for our current and immediately foreseeable operating needs. We do not have any policies regarding investments in real estate, securities or other forms of property.

Employees

As of May 8, 2017, we employed four employees, three of which served as our executive officers. None of our employees are represented by a collective bargaining arrangement.

Government Regulation

The health care industry in China and U.S. is highly regulated and subject to changing political, legislative, regulatory, and other influences. Further, the healthcare industry is currently undergoing rapid change. We are uncertain how, when or in what context these new changes will be adopted or implemented. These new regulations could create unexpected liabilities for us, could cause us or our members to incur additional costs and could restrict our or our clients’ operations. Many of the laws are complex and their application to us, our clients, or the specific services and relationships we have with our members are not always clear. Our failure to anticipate accurately the application of these laws and regulations, or our other failure to comply, could create liability for us, result in adverse publicity, and otherwise negatively affect our business.

Despite efforts to develop its legal system over the past several decades, including but not limited to legislation dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade, China continues to lack a comprehensive system of laws. Further, the laws that do exist in China are often vague, ambiguous and difficult to enforce, which could negatively affect our ability to do business in China and compete with other companies in our segments.

In September 2006, the Ministry of Commerce ("MOFCOM") promulgated the Regulations on Foreign Investors' Mergers and Acquisitions of Domestic Enterprises (“M&A Regulations”) in an effort to better regulate foreign investment in China. The M&A Regulations were adopted in part as a needed codification of certain joint venture formation and operating practices, and also in response to the government's increasing concern about protecting domestic companies in perceived key industries and those associated with national security, as well as the outflow of well-known trademarks, including traditional Chinese brands.

As a U.S. based company doing business in China, we seek to comply with all Chinese laws, rules and regulations and pronouncements, and endeavor to obtain all necessary approvals from applicable Chinese regulatory agencies such as the MOFCOM, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission, and the State Administration of Foreign Exchange Act("SAFE").

Company History

On October 19, 2016, we entered into and closed a Share Exchange Agreement with the shareholders of 1934. Regulation M governs activitiesAvalon Healthcare System, Inc., a Delaware corporation (“AHS”), each of underwriters, issuers, selling security holders,which are accredited investors (“AHS Shareholders”) pursuant to which we acquired 100% of the outstanding securities of AHS in exchange for 50,000,000 shares of our common stock (the “AHS Acquisition”). Considering that, following the acquisition, the AHS Shareholders control the majority of our outstanding voting common stock and otherswe effectively succeeded our otherwise minimal operations to those that are theirs, AHS is considered the accounting acquirer in this reverse-acquisition transaction.  A reverse-acquisition transaction is considered, and accounted for as, a capital transaction in substance; it is equivalent to the issuance of AHS securities for our net monetary assets, which are deminimus, accompanied by a recapitalization. Accordingly, we have not recognized any goodwill or other intangible assets in connection with Offeringsthis reverse acquisition transaction. AHS is the surviving and continuing entities and the historical financials following the reverse acquisition transaction will be those of securities. Regulation M prohibits distribution participants and their affiliated purchasers from bidding for purchasing or attempting to induce any person to bid for or purchase the securities being distribute.

Section 15(G) of the Exchange Act

Our Shares are penny stocks covered by section 15(g) ofAHS.  We were a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to our acquisition of AHS pursuant to the terms of the Share Exchange Agreement.  As a result of such acquisition, our operations now are focused on providing outsourced, customized international healthcare services to the rapidly changing health care industry primarily focused in the Peoples Republic of China. We are also pursuing the provision of these services in the United States as well as certain strategic partnerships and property ownership and management. AHS owns 100% of the capital stock of Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), which imposes additional sales practice requirementsis a wholly foreign-owned enterprise organized under the laws of China. Avalon Shanghai was incorporated on broker/dealers who sellApril 29, 2016 and is engaged in medical related consulting services for customers. Consequently, we believe that acquisition has caused us to cease to be a shell company as we no longer have nominal operations.

On September 29, 2016, effective October 18, 2016, the Company filed a Certificate of Amendment of Certificate of Incorporation (the “Certificate”) with the State of Delaware to (i) effect a reverse stock split of its outstanding and authorized shares of common stock at a ratio of 1 for 4 (the “Reverse Stock Split”) and (ii) effectuate a name change ("Name Change"). Fractional shares that resulted from the Reverse Stock Split will be rounded up to the next highest number. As a result of the Name Change, the Company's name changed from "Global Technologies Corp." to "Avalon GloboCare Corp.". The Certificate was approved by the majority of the Company's shareholders and by the Board of Directors of the Company. The effective date of the Reverse Stock Split and the Name Change was October 18, 2016.

In connection with the above, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Reverse Stock Split and the Name Change were implemented by FINRA on October 18, 2016. Our symbol on the OTCQB was GTHCD for 20 business days from October 18, 2016 (the “Notification Period”). Following the Notification Period, our symbol was changed to “AVCO”. Our new CUSIP number is 05344R 104.

MARKET FOR OUR COMMON STOCK AND OTHER RELATED STOCKHOLDER MATTERS

Market Information

The Company’s common stock is traded on OTC Markets on the OTCQB under the stock symbol “AVCO”. Prior to October 18, 2016, the stock symbol was GTHC. The following table sets forth the high and low bid prices of its Common Stock, as reported by the OTCQB for the last fiscal year commencing February 22, 2016 (the were no bid or ask prices prior to February 22, 2016). The quotations set forth below reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

As of May 8, 2017, there were approximately 65 holders of record of our common stock, and 64,628,622 shares outstanding.

Dividends

We have never declared or paid any cash or stock dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

We presently do not have an equity compensation plan.

Recent Sales of Unregistered Securities

On October 19, 2016, we entered into and closed a Share Exchange Agreement with the shareholders of Avalon Healthcare System, Inc., a Delaware corporation (“AHS”), each of which are accredited investors (“AHS Shareholders”) pursuant to which we acquired 100% of the outstanding securities includingof AHS in exchange for 50,000,000 shares of our common stock (the “AHS Acquisition”).

On October 19, 2016, we issued 1,056,122 shares of common stock to a third party for legal services rendered.

On October 19, 2016, pursuant to a consulting service agreement, the deliveryCompany issued 1,552,500 shares of its common stock to a standardized disclosure document; disclosurethird party for consulting services rendered in the areas of capital markets advisory.

We entered into and confirmationclosed Subscription Agreements with several accredited investors (the "December 2016 Accredited Investors") pursuant to which the December 2016 Accredited Investors purchased an aggregate of quotation prices; disclosure7,270,000 shares of the Company’s common stock (the “2016 Subscription Shares”) for an aggregate purchase price of $3,635,000. The closing occurred on December 19, 2016.

On February 21, 2017, Ms. Ingariola and the Company entered into an Executive Retention Agreement effective February 9, 2017 pursuant to which Ms. Ingariola agreed to serve as Chief Financial Officer. As partial compensation, the broker/dealer receives;Company granted Ms. Ingariola a Stock Option to acquire 2,000,000 shares of common stock at an exercise price of $0.50 per share for a period of ten years. The Stock Options vest in 36 equal tranches commencing on the grant date.

We entered into and furnishing monthly account statements. For salesclosed a Subscription Agreement with an accredited investor (the "March 2017 Accredited Investor") pursuant to which the March 2017 Accredited Investor purchased 3,000,000 shares of common stock (“March 2017 Shares”) for a purchase price of $3,000,000 (the “Purchase Price”). The closing occurred on March 3, 2017. Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), Beijing DOING Biomedical Technology Co., Ltd. (“DOING”), the March 2017 Accredited Investor and our company entered into a Share Subscription Agreement whereby the parties acknowledged, among other things, that DOING agreed to transfer the Purchase Price to Avalon Shanghai on behalf of the March 2017 Investor and the March 2017 Accredited Investor agreed to transfer the March 2017 Shares to DOING upon DOING completing the registration of the acquisition of the March 2017 Shares with the Beijing Commerce Commission (“BCC”) and obtaining an Enterprise Overseas Investment Certificate (the “Investment Certificate”) from BCC. If DOING fails to complete the registration and acquire the Investment Certificate within one year of the closing then Avalon Shanghai shall transfer $3,000,000 with interest of 20% to DOING upon the request of DOING (the “BCC Repayment Obligation”). As of the date hereof, the Company is obligated to DOING in the principal amount of $3,000,000. The BCC Repayment Obligation is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of our company. Further, Wenzhao Lu, a director and shareholder of our company, and DOING entered into a Warranty Agreement. Pursuant to the Warranty Agreement, Mr. Wenzhao Lu agreed to (i) cause us to be liable to DOING in the event the March 2017 Accredited Investor defaults in its obligations to DOING, (ii) cause the March 2017 Accredited Investor to transfer the March 2017 Shares to DOING upon DOING’s receipt of the Investment Certificate from BCC, (iii) within three years from the date of the Warranty Agreement, DOING may require Mr. Wenzhao Lu to acquire the March 2017 Shares at $1.20 per share upon three months notice, and (iv) in the event Mr. Wenzhao Lu does not acquire the March 2017 Shares within the three month period, interest of 15% per annum will be added to the purchase price.

The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the broker/dealer must makeSecurities Act in reliance on Section 4(a)(2) of the Securities Act of 1933 or Regulation D promulgated thereunder as transactions by an issuer not involving a special suitability determinationpublic offering. The recipients of securities in each of these transactions acquired the securities for investment only and receivenot with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.

MANAGEMENT

Executive Officers and Directors

Background of Executive Officers and Directors

Wenzhao Lu, Chairman of the Board of Directors of the Company and AHS

Mr. Wenzhao Lu is Chairman of the Board of the Company and AHS. He is a seasoned healthcare entrepreneur with extensive operation in China. He has been serving as Chairman of the Board for the DaoPei Medical Group (“DPMG”) since 2010. Under his leadership, DPMG has recently expanded its clinical network involving a state-of-the-art stem cell bank at Wuhan Biolake, three top-ranked private hospitals (located in Beijing, Shanghai, and Hebei), specialty hematology laboratories, as well as a hematology research institute, with more than 100 partnering and collaborating hospitals in China. DPMG was founded by Professor Daopei Lu, a renowned hematologist pioneering in hematopoietic stem cell transplant and member of the Academy of Engineering in China. Mr. Wenzhao Lu received a Bachelor of Arts from Temple University Tyler School of Arts in 1988 and subsequently worked as senior Art Director at Ogilvy & Mather Advertising Company. Prior to joining DPMG, Mr. Lu served as Chief Operating Officer for BioTime Asia Limited which is a subsidiary of BioTime, Inc. (NYSE/AMEX: BTX) in 2009.

David Jin, Chief Executive Officer, President and Director of the Company and AHS

Dr. David Jin, MD, PhD, a director and Chief Executive Officer of the Company and AHS.  From 2009 to 2016, Dr. Jin has served as the Chief Medical Officer of BioTime, Inc. (NYSE MKT: BTX), a clinical stage regenerative medicine company with a focus on pluripotent stem cell technology.  Dr. Jin also acts as a senior translational clinician-scientist at the Howard Hughes Medical Institute and the Ansary Stem Cell Center at Weill Cornell Medical College of Cornell University. Prior to his current endeavors, Dr. Jin was Chief Consultant/Advisor for various biotech/pharmaceutical companies regarding hematology, oncology, immunotherapy and stem cell-based technology development. Dr. Jin has been Principle Investigator in more than 15 pre-clinical and clinical trials, as well as author/co-author of over 80 peer-reviewed scientific abstracts, articles, reviews, and book chapters. Dr. Jin studied medicine at SUNY Downstate College of Medicine in Brooklyn, NY.   He received his clinical training and subsequent faculty tenure at the New York-Presbyterian Hospital (the teaching hospital for both Cornell and Columbia Universities) in the areas of internal medicine, hematology, and clinical oncology. Dr. Jin was honored as Top Chief Medical Officer by ExecRank in 2012, as well as recognized as Leading Physicians of the World in 2015.

Meng Li, Chief Operating Officer, Secretary and Director of the Company and AHS and the sole executive officer and director of Avalon Shanghai

Ms. Meng Li is Chief Operating Officer, Secretary and a member of the Board of Directors. Ms. Li has over 15 years of executive experience in international marketing, branding, communication, and media investment consultancy. Ms. Li served as Managing Director at Maxus/GroupM (a WPP Group company) where she was responsible for business P&L and corporate management from 2006 to 2015. Prior to joining Maxus/Group M, Ms. Li worked for Zenithmedia (a Publicis Group company) from 2000-2006 as Senior Manager. Ms. Li received a Bachelor of Arts in International Economic Law from University of Dalian Maritime University, China.

Luisa Ingargiola, Chief Financial Officer

Luisa Ingargiola  graduated in 1989 from Boston University with a Bachelor Degree in Business Administration and a concentration in Finance. In 1996, she received her MBA in Health Administration from the University of South Florida. In 1990, Ms. Ingargiola joined Boston Capital Partners as an Investment Advisor in their Real Estate Limited Partnership Division. In this capacity, she worked with investors and partners to report investment results, file tax forms, and recommend investments. In 1992, Ms. Ingargiola joined MetLife Insurance Company as a Budget and Expense Manager. In this capacity she managed a $30 million dollar annual budget. Her responsibilities included budget implementation, expense and variance analysis and financial reporting. From 2007 through 2016, Ms. Ingargiola served as the Chief Financial Officer at MagneGas Corporation (Nasdaq: MNGA) and continues to serve as a director. Ms. Ingargiola serves as the Audit Committee Chair for COPsync, Inc. (Nasdaq: COYN) and FTE Networks, Inc. (OTC: FTNW) and serves as a directorand The JBF Foundation Worldwide, a 501c3 non-profit.

Officers are elected annually by the Board of Directors (subject to the terms of any employment agreement), at its customerannual meeting, to hold such office until an officer’s successor has been duly appointed and qualified, unless an officer sooner dies, resigns or is removed by the Board.

Steven P. Sukel, Director

Steven P. Sukel is a written agreementlicensed as an attorney in New Jersey who currently analyzes real estate investment opportunities and operates and manages commercial properties. Mr. Sukel has extensive business experience and was formerly associated with Ernst & Young prior to makingestablishing his own law practice. Mr. Sukel has focused on New Jersey, multi-state and local taxation and real estate law since 1990 in both public and private practice. Mr. Sukel was with Ernst & Young’s State & Local Tax practice, served as the New Jersey Liaison between the New Jersey Bar Association Taxation Section and the New Jersey CPA Society, was a sale. The impositionPast Chair of the foregoing additional sales practices could adversely affect a shareholder's ability to disposeNew Jersey Bar Association Taxation Section and served two terms on the New Jersey Supreme Court Committee on the Tax Court. Mr. Sukel received his BA from the University of his stock.Scranton and J.D from Quinnipiac University School of Law.

Changes In and Disagreements with Accountants On Accounting And Financial DisclosureYancen Lu, Director 

WeinbergYancen Lu has more than 19 years experience in investment banking and Bearequity investment management. He is Managing Director of FountainVest Partners. Besides his professionalism in securities, investment and capital management, Mr Lu has special focus and comprehensive understanding of the global medical and healthcare industry, he is Director of leading healthcare corporations including Sino Hospital Investment Corporation (Hong Kong), Chang’an Hospital (the largest private hospital in Northwest China), and DIH Medical Technologies. Mr. Lu received Bachelor and Master degrees of Engineering Economics from Tianjin University.

Board Leadership Structure and Role in Risk Oversight

Our Board of Directors (“Board”) is primarily responsible for overseeing our registered independent auditor. Thererisk management processes on behalf of our company.  The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. In addition, the Board focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

Code of Ethics

We have a code of ethics that applies to all of our employees, including its principal executive officer, principal financial officer and principal accounting officer, and the Board. A copy of this code is available in the Employee Handbook. We intend to disclose any changes in or disagreements with our auditorswaivers from its code of ethics by posting such information on accounting and financial disclosureits website or any other matter.by filing a Form 8-K.

Indemnification for Securities Act LiabilitiesNominating Committee

Article XII ofWe have not adopted any procedures by which security holders may recommend nominees to our Bylaws provides that the Company shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware as the same now exists or may hereinafter be amended, indemnify our officer(s) and director(s) against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit, or proceeding in which such person was or is a party or is threatened to be made a party by reason of the fact that such person is or was a director or officer of the Company.  For purposes of this Section:, a "director" or "officer" of the Company shall mean any person (i) who is or was a director or officer of the Company, (ii) who is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor of the Company or of another enterprise at the request of any such predecessor.

Our Bylaws further provide that the Company shall be required to indemnify our officer(s) and director(s) in connection with an action, suit, or proceeding (or part thereof) initiated by an officer or director only if the initiation of such action, suit, or proceeding (or part thereof) by the officer or director was authorized by the Company's Board of Directors.

In addition, our Bylaws provide that the Company shall pay the expenses (including attorney's fees) incurred by any officer or director of the Company entitled to indemnification in defending any action, suit or proceeding in advance of its final disposition; provided, however, that payment of expenses incurred by any officer or director in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by the indemnified officer or director to repay all amounts advanced if it should ultimately be determined that such officer or director is or was not entitled to be indemnified under Article XII of our Bylaws or otherwise.Audit Committee

The indemnification rights conferred on our officer(s)Board of Directors acts as the Audit Committee and director(s) by our Bylaws shallthe Board has no separate committees. We have no qualified financial expert at this time because it has not be exclusive of any other rights whichbeen able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such person may have or hereafter acquire under any statute, provision of the Company's Certificate of Incorporation, the Bylaws, agreement, vote of the stockholders or disinterested directors or otherwise.an expert.

Any repealIndemnification of Directors and Officers

Our directors and executive officers are indemnified as provided by the Delaware law and our Bylaws. These provisions state that our directors may cause us to indemnify a director or modificationformer director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy a judgment. Such indemnification is at the foregoing provisionsdiscretion of our Bylaws shall not adversely affect any right or protection thereunderboard of any officer(s) or director(s) in respect of any act or omission occurring priordirectors and is subject to the time of such repeal or modification.Securities and Exchange Commission’s policy regarding indemnification.

The indemnification provisions in our bylaws may discourage stockholders from bringing a lawsuit against the director for breach of his fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against the director and officer, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against the director and officers pursuant to these indemnification provisions. We believe that the indemnification provisions in our bylaws are necessary to attract and retain qualified persons as Director and officer.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors,directors, officers andor persons controlling persons of the Registrantus pursuant to the foregoing provisions, or otherwise, the Registrant hasotherwise. We have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

EXECUTIVE COMPENSATION

Executive Officers’ Compensation

The following table sets forth information concerning the annual and long-term compensation earned by or paid to our Chief Executive Officer and to other persons who served as executive officers as at and/or during the fiscal year ended December 31, 2016 or who earned compensation exceeding $100,000 during fiscal year 2016 (the “named executive officers”), for services as executive officers for the last two fiscal years.

Summary Compensation Table

Outstanding Equity Awards at Fiscal Year-End Table

We did not issue equity awards during the year ended December 31, 2016.

Employment Agreements

David Jin

On December 1, 2016, we entered into an Executive Employment Agreement with David Jin, our CEO and President. Pursuant to the agreement, Mr. Jin will be employed as President and Chief Executive Officer of the Company until November 30, 2017 unless earlier terminated pursuant to the terms of the agreement. During the term of the agreement, Mr. Jin will be entitled to a base salary at the annualized rate of $200,000 and will be eligible for a discretionary performance bonus, equity awards and to participate in employee benefits plans as the Company may institute from time to time at the discretion of the Company’s Board of Directors. Pursuant to the agreement, Mr. Jin may be terminated for “cause” as defined and Mr. Jin may resign for “good reason” as defined. In the event Mr. Jin is terminated without cause or resigns for good reason, the Company will be required to pay Mr. Jin all accrued salary and bonuses, reimbursement for all business expenses and Mr. Jin’s salary for one year. In the event Mr. Jin is terminated with cause, resigns without good reason, dies or is disabled, the Company will be required to pay Mr. Jin all accrued salary and bonuses and reimbursement for all business expenses. Under the agreement Mr. Jin is subject to confidentiality, non-compete and non-solicitation restrictions.

Meng Li

On January 11, 2017, Avalon Shanghai entered into an Executive Employment Agreement with Meng Li, our COO and Secretary. Pursuant to the agreement, Ms. Li will be employed as Chief Operating Officer and President of Avalon Shanghai through November 30, 2019, unless earlier terminated pursuant to the terms of the agreement. During the term of the agreement, Ms. Li will be entitled to a base salary at the annualized rate of $100,000 and will be eligible for a discretionary performance bonus, equity awards and to participate in employee benefits plans as the Avalon Shanghai may institute from time to time at the discretion of its Board of Directors. Pursuant to the agreement, Ms. Li may be terminated for “cause” as defined and Ms. Li may resign for “good reason” as defined. In the event Ms. Li is terminated without cause or resigns for good reason, Avalon Shanghai will be required to pay Ms. Li all accrued salary and bonuses, reimbursement for all business expenses and Ms. Li’s salary for one year. In the event Ms. Li is terminated with cause, resigns without good reason, dies or is disabled, Avalon Shanghai will be required to pay Ms. Li all accrued salary and bonuses and reimbursement for all business expenses. Under the agreement Ms. Li is subject to confidentiality, non-compete and non-solicitation restrictions.

Luisa Ingariola

On February 21, 2017, we entered into an Executive Retention Agreement with Ms. Ingariola effective February 9, 2017 pursuant to which Ms. Ingargiola agreed to serve as Chief Financial Officer in consideration of an annual salary of $200,000 to be increased to $225,000 on the 60 day anniversary. We agreed to provide a bonus of 50% of her base salary upon our timely filing its annual report on Form 10-K for the year ended December 31, 2017 and raising gross proceeds of $20 million in debt and/or equity capital and a bonus of 100% of her base salary upon the Company achieving (i) any merger or sale of our company or our assets, (ii) our achieving adjusted EBITDA of $10 million in a fiscal year, (iii) our achieving a listing on a national exchange and then or subsequently raising gross proceeds in the amount of $10 million. We also granted Ms. Ingariola a Stock Option to acquire two million shares of common stock of at an exercise price of $0.50 per share for a period of ten years. The Stock Options vest in 36 equal tranches commencing on the grant date. We also entered into an Indemnification Agreement with Ms. Ingargiola.

The employment of Ms. Ingargiola is at will and may be terminated at any time, with or without formal cause. Pursuant to the terms of executive retention agreement with Ms. Ingargiola, we have agreed to provide specified severance and bonus amounts and to accelerate the vesting on their equity awards upon termination upon a change of control or an involuntary termination, as each term is defined in the agreements.

In the event of a termination upon a change of control, Ms. Ingargiola is entitled to receive an amount equal to 12 months of her base salary and the target bonus then in effect for the executive officer for the year in which such termination occurs, such bonus payment to be pro-rated to reflect the full number of months the executive remained in the Company’s employ. In addition, the vesting on any stock option held by the executive officer will be accelerated in full. At the election of the executive officer, the Company will also continue to provide health related employee insurance coverage for twelve months, at the Company’s expense.

In the event of an involuntary termination, Ms. Ingargiola is entitled to receive an amount equal to six months of her base salary and the target bonus then in effect for the executive officer for the six months in which such termination occurs, such bonus payment to be pro-rated to reflect the full number of months the executive remained in the Company’s employ. Such payment will be increased to 12 months upon the one year anniversary of the retention agreement. In addition, the vesting on any stock option held by the executive officer will be accelerated in full. At the election of the executive officer, the Company will also continue to provide health related employee insurance coverage for twelve months, at the Company’s expense.

Grants of Plan Based Awards

We did not make any plan based equity or non-equity awards grants to named executives during the years ended December 31, 2016 and 2015.

Option Exercises

There were no options exercised by our named officers during the years ended December 31, 2016 and 2015.

Compensation of Directors

Our directors did not earn compensation for the years ended December 31, 2016 and 2015.On April 28, 2017, Steven P. Sukel and Yancen Lu were appointed to the Board of Directors of our company to serve as directors. Mr. Sukel and Mr. Yancen Lu both entered into agreements pursuant to which they will serve as directors. The director agreements provide that they will receive options to receive 40,000 shares of common stock per year at an exercise price equal to the closing price on December 31st of the prior year. The options shall vest in equal amounts quarterly and shall be exercisable for a period of five years. The options for 2017 have been pro-rated. As result, each director shall receive a stock option to acquire 30,000 shares of common stock for a term of five years vesting 10,000 shares at the beginning of each quarter commencing April 1, 2017. The exercise price for the initial grant for 2017 was set at $1.49 per share.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Revenue from related parties and accounts receivable – related party

During the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015, revenue from related parties was as follows:

Accounts receivable – related party, net of allowance for doubtful accounts, at December 31, 2016 and 2015 amounted to $70,228 and $0, respectively, and were related to consulting services provided to Shanghai Daopei, a Chinese entity whose chairman is Wenzhao Lu, the major shareholder and Chairman of our company. Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable – related party at December 31, 2016.

Accounts payable and accrued liabilities – related parties

At December 31, 2016 and 2015, we owed David Jin, a shareholder, chief executive officer, president and board member, of $6,278 and $18,208, respectively, for travel reimbursements which have been included in accounts payable and accrued liabilities – related parties on the accompanying consolidated balance sheets.

At December 31, 2016 and 2015, we owed Meng Li, its shareholder, chief operating officer and board member, of $309 and $0, respectively, for travel and other miscellaneous reimbursements which have been included in accounts payable and accrued liabilities – related parties on the accompanying consolidated balance sheets.

On October 17, 2016, we entered into a lease for office space in New Jersey with a party affiliated with Wenzhao Lu (the “Office Lease”). Pursuant to the Office Lease, the monthly rent is $1,000. The term of the Office Lease is one year commencing on November 1, 2016 and will expire on October 31, 2017. As of December 31, 2016, the accrued and unpaid rent expense related to this Office Lease amounted to $2,000 which was included in accounts payable and accrued liabilities – related parties on the accompanying consolidated balance sheets.

Due to related parties

From time to time, David Jin, a shareholder, chief executive officer, president and board member of our company, provided advances to our company to supplement its working capital needs. Those advances are short-term in nature, non-interest bearing, unsecured and payable on demand. The working capital advance of $500 at December 31, 2016 and 2015 was reflected as due to related parties on the accompanying consolidated balance sheets.

From time to time, Meng Li, a shareholder, chief operating officer and board member of our company, provided advances to our company to supplement its working capital needs. Those advances are short-term in nature, non-interest bearing, unsecured and payable on demand. The working capital advance of $87,650 at December 31, 2016 and 2015 was reflected as due to related parties on the accompanying consolidated balance sheets.

From time to time, Wenzhao Lu, a major shareholder and chairman of the Board of Directors, provided advances to our company to supplement its working capital needs. Those advances are short-term in nature, non-interest bearing, unsecured and payable on demand. The working capital advance of $9,000 and $0 at December 31, 2016 and 2015, respectively, was reflected as due to related parties on the accompanying consolidated balance sheets.

Distribution to AHS’s founders

On September 14, 2016, AHS entered into a stock purchase agreement (the "September Agreement") to acquire 1,500,000 shares of restricted common stock (the “Control Shares”) of our company, for a purchase price of $230,000. Upon purchase of the Control Shares, AHS beneficially owned shares of common stock representing control of our company. AHS subsequently assigned the Control Shares to its three founders resulting in Wenzhao Lu receiving 900,000 shares, David Jin receiving 450,000 shares and Meng Li receiving 150,000 shares. AHS recorded the assignment as a distribution to founders/owners with a corresponding debit to additional paid-in capital of $230,000, which was treated as a return of capital in the equity accounts and was recorded as a reduction in additional paid-in capital.

Warranty Agreement

We entered into and closed a Subscription Agreement with an accredited investor (the "March 2017 Accredited Investor") pursuant to which the March 2017 Accredited Investor purchased 3,000,000 shares of common stock (“March 2017 Shares”) for a purchase price of $3,000,000 (the “Purchase Price”). The closing occurred on March 3, 2017. Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), Beijing DOING Biomedical Technology Co., Ltd. (“DOING”), the March 2017 Accredited Investor and our company entered into a Share Subscription Agreement whereby the parties acknowledged, among other things, that DOING agreed to transfer the Purchase Price to Avalon Shanghai on behalf of the March 2017 Investor and the March 2017 Accredited Investor agreed to transfer the March 2017 Shares to DOING upon DOING completing the registration of the acquisition of the March 2017 Shares with the Beijing Commerce Commission (“BCC”) and obtaining an Enterprise Overseas Investment Certificate (the “Investment Certificate”) from BCC. If DOING fails to complete the registration and acquire the Investment Certificate within one year of the closing then Avalon Shanghai shall transfer $3,000,000 with interest of 20% to DOING upon the request of DOING (the “BCC Repayment Obligation”). As of the date hereof, the Company is obligated to DOING in the principal amount of $3,000,000. The BCC Repayment Obligation is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of our company. Further, Wenzhao Lu, a director and shareholder of our company, and DOING entered into a Warranty Agreement. Pursuant to the Warranty Agreement, Mr. Wenzhao Lu agreed to (i) cause us to be liable to DOING in the event the March 2017 Accredited Investor defaults in its obligations to DOING, (ii) cause the March 2017 Accredited Investor to transfer the March 2017 Shares to DOING upon DOING’s receipt of the Investment Certificate from BCC, (iii) within three years from the date of the Warranty Agreement, DOING may require Mr. Wenzhao Lu to acquire the March 2017 Shares at $1.20 per share upon three months notice, and (iv) in the event Mr. Wenzhao Lu does not acquire the March 2017 Shares within the three month period, interest of 15% per annum will be added to the purchase price.

On April 20, 2017, Wenzhao Lu sold 5,000,000 shares of common stock of Avalon in a private transaction to Yancen Lu in consideration of $2,500,000. The two parties are not related. Both parties serve as directors of our company.

Director Independence

Our Board of Directors has undertaken a review of its composition and the independence of each director. Based on the review of each director's background, employment and affiliations, including family relationships, the Board of Directors has determined that there are no “independent directors” under the rules and regulations of the SEC.

Stockholder Communications with the Board

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. Our Board continually monitors the appropriateness of adopting additional processes.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of May 8, 2017 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. The numbers below reflect a 1:4 reverse stock split implemented on October 18, 2016. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.