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

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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 operating 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

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

Although the PRC government has in recent years implemented measures emphasizing the utilization of market forces for economic reform, the PRC 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 PRC legal system could limit the legal protections available to you and us.

We conduct substantially all of our business through our operating subsidiaries in the PRC. Our operating subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to foreign-invested enterprises. The PRC 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 PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the PRC 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 subsidiaries.

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

The PRC 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 PRC Regulation on Mergers and Acquisitions of Domestic Companies by Foreign Investors also governs the approval process by which a PRC company may participate in an acquisition of its assets or its equity interests. Depending on the structure of the transaction, the new regulation will require 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 the past and the government can now exert more control over the combination of two businesses. Accordingly, due to the new regulation, our ability to engage in business combination transactions is extremely complicated, time consuming and expensive, and we may not be able to negotiate a transaction that is acceptable to our stockholders or sufficiently protect their interests in a transaction.

The new regulation allows PRC government agencies to assess the economic terms of a business combination transaction. Parties to a business combination transaction may have to submit to the Ministry of Commerce, or 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 structure 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- PRC stockholders.

We are a holding company incorporated under the laws of Delaware. We conduct substantially all of our business through our wholly-owned and majority-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 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 the PRC; (ii) its financial and human resources decisions are subject to determination or approval by persons or bodies located in the PRC; (iii) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in the PRC; and (iv) no less than half of the enterprise’s directors or senior management with voting rights reside in the PRC. SAT Circular 82 applies only to overseas registered enterprises controlled by PRC enterprises, not to those controlled by PRC individuals. If our non-PRC incorporated entities are deemed PRC tax residents, such entities would be subject to PRC 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 PRC tax on such basis. In addition, although under the EIT law and the related regulations dividends paid to us by our PRC 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 PRC 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 PRC 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 PRC regulations relating to employee stock options granted by overseas listed companies to PRC 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, or 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 PRC 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, PRC individuals who participate in an employee stock option holding plan or a stock option plan of an overseas listed company are required, through a PRC domestic agent or PRC 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 PRC 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 PRC 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.

Government control of currency conversion and future movements in exchange rates may adversely affect our operations and financial results.

The value of the Renminbi, or 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. Foreign exchange transactions continue to be subject to significant foreign exchange controls and require the approval of the State Administration of Foreign Exchange in China. These limitations could affect our ability to obtain foreign exchange through debt or equity financing, or to obtain foreign exchange for capital expenditures.

The Chinese government controls its foreign currency reserves through restrictions on imports and conversion of RMB into foreign currency. In July 2005, the Chinese government has adjusted its exchange rate policy from “Fixed Rate” to “Floating Rate”. Between July 2005 to December 2017, the exchange rate between the RMB and the U.S. dollar appreciated from RMB1.00 to $0.1205 to RMB1.00 to $0.1513. Any significant appreciation of the RMB may adversely affect our operations and financial results.

Risks Related to Our Securities and this Offering

The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for our stockholders.

The quoted price of our common stock has been, and we expect it to continue to be, volatile. The stock market in general and the market for smaller healthcare companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your shares of common stock at or above the price you paid for your shares of common stock. The market price for our common stock may be influenced by many factors, including:

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

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the recruitment or departure of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed bykey personnel;

You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our stockholders. We are authorized to issue an aggregate of 490,000,000 shares of common stock and 10,000,000 shares of “blank check” preferred stock. We may issue additional shares of our common stock or other securities that are convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock. We expect we will need to raise additional capital in the near future to meet our working capital needs, and 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 these capital raising efforts, including at a price (or exercise prices) below the price you paid for your stock.

There is not now and there may never be an active, liquid and orderly trading market for our common stock, which may make it difficult for you to sell your shares of our common stock.

Our common stock has been quoted on the OTC Market Group Inc.’s over-the-counter inter-dealer quotation system, known as OTC Markets, and there is not now, nor has there been since our inception, any significant trading activity in our common stock, and an active trading market for our shares may never develop or be sustained. Although we intend to list our common stock on the Nasdaq Capital Market in connection with this offering, an active trading market for our shares may never develop or be sustained following this offering. If an active market for our common stock does not develop, it may be difficult for you to sell your shares of common stock without depressing the market price for the shares or at all.

The ability of our Board of Directors to issue additional stock may prevent or make more difficult certain transactions, including a sale or merger.

Our Board of Directors is authorized to issue up to 10,000,000 shares of preferred stock with powers, rights and preferences designated by it. Shares of voting or convertible preferred stock could be issued, or rights to purchase such shares could be issued, to create voting impediments or to frustrate persons seeking to effect a takeover or otherwise gain control of us. The ability of the Board of Directors to issue such additional shares of preferred stock, with rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of us by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price for their shares in a tender offer or the temporary increase in market price that such an attempt could cause. Moreover, the issuance of such additional shares of preferred stock to persons friendly to the Board of Directors could make it more difficult to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally.

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, or 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 a portion of our business is conducted in China, investors may find investing in our common stock less attractive as a result, which could have an adverse effect on our stock price.

In addition, Section 102 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 $1.07 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.

We are a “smaller reporting company,” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.

We are currently a “smaller reporting company”, meaning that we are not an investment company, an asset- backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a non-affiliated public float of less than $75.0 million and annual revenues of less than $50.0 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company,” at such time as we cease being an “emerging growth company,” we will be required to provide additional disclosure in our SEC filings. However, similar to an “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no or few securities or industry analysts commence coverage of us, the trading price for our stock would be negatively impacted. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectual property or our stock performance, or if our operating results fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Our officers, directors and principal stockholders own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Upon completion of this offering, our officers, directors and 5% stockholders and their affiliates will beneficially own an aggregate of           shares, or     % of our outstanding common stock if the minimum offering amount is sold or % of our outstanding common stock if the maximum offering amount is sold, excluding any shares of common stock that may be purchased in this offering. As a result, these stockholders will have significant influence and may be able to determine all matters requiring stockholder approval. For example, these stockholders may be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transactions. This concentration of ownership could delay or prevent any acquisition of our company on terms that other stockholders may desire, and may adversely affect the market price of our common stock.

Our management will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and our stockholders will not have the opportunity as part of their investment decisions to assess whether the net proceeds are being used appropriately. You may not agree with our decisions, and our use of the proceeds may not yield any return on your investment. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our failure to apply the net proceeds of this offering effectively could compromise our ability to pursue our growth strategy and we might not be able to yield a significant return, if any, in our investment of these net proceeds. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering.

If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

The public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock as of December 31, 2017, after giving effect to this offering. Investors purchasing common stock in this offering will pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Accordingly, you will experience immediate dilution per share after giving effect to this offering. See “Dilution.”

We may be exposed to additional risks as a result of “going public” by means of a reverse acquisition transaction.

We may be exposed to additional risks because we became a public company through a “reverse merger” transaction. There has been increased focus by government agencies on reverse merger transactions in recent years, and we may be subject to increased scrutiny by the SEC and other government agencies and holders of our securities as a result of the completion of our reverse merger transaction. Additionally, our “going public” by means of a reverse merger transaction may make it more difficult for us to obtain coverage from securities analysts of major brokerage firms following the reverse merger transaction because there may be little incentive to those brokerage firms to recommend the purchase of our common stock. Further, investment banks may be less likely to agree to underwrite secondary offerings on our behalf than they might if we became a public reporting company by means of an initial public offering because they may be less familiar with our company as a result of more limited coverage by analysts and the media, and because we became public at an early stage in our development. The failure to receive research coverage or support in the market for our shares will have an adverse effect on our ability to develop a liquid market for our common stock. The occurrence of any such event could cause our business or stock price to suffer.

We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.

We have never declared or paid cash dividends on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future.

We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares of common stock. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

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

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 national securities 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 our business and our ability to obtain or retain listing of our shares of common stock on any national securities exchange could be adversely affected.

Any failure to maintain effective internal control over our financial reporting could materially adversely affect us.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to include in our annual reports on Form 10-K an assessment by management of the effectiveness of our internal control over financial reporting. In addition, at such time, if any, as we are an “accelerated filer” or a “large accelerated filer,” and no longer an “emerging growth company,” our independent registered public accounting firm will have to attest to and report on management’s assessment of the effectiveness of such internal control over financial reporting. Our management assessed our internal control over financial reporting as of December 31, 2017. Based on such assessment, we concluded that our internal control over financial reporting was not effective as of December 31, 2017 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. The material weaknesses we have identified are as follows:

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We have analyzednot established adequate financial reporting monitoring activities to mitigate the applicabilityrisk of management override, specifically because there are few employees and only two officers with management functions and therefore there is lack of segregation of duties.

Our internal control over financial reporting will not prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected. If we are not able to comply with the requirements of Section 404 in a timely manner, if we do not remedy the current material weaknesses or if we identify additional material weaknesses in our internal controls, investors could lose confidence in the reliability of our financial statements, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC, or other regulatory authorities.

If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq Capital Market, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We will seek to have our securities approved for listing on the Nasdaq Capital Market upon consummation of this offering. We cannot assure you that we will be able to meet those initial listing requirements at that time. Even if our securities are listed on the Nasdaq Capital Market, we cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market.

In addition, following this offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price and certain corporate governance requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

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

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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 assurancedetermination 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. 12 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 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 no 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. 13 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 such 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 independent 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. 14 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“penny stock, is considered a "penny stock," and” which will require brokers trading in our common stock would be subject to the requirementsadhere to more stringent rules and possibly result in a reduced level 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 securitiestrading activity 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.  If we sell less than $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 trying to sell, our ability to expand and complete our business 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 in the foreseeable future. We currently intend to retain 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 you may never see a return on your investment and you indeed may lose your entire investment. 15 We have arbitrarily determined the initial public offering price and this may not be the market price of the shares after the offering. The offering price of the shares has been arbitrarily determined by us based on what we believe purchasers of such speculative issues would be willing to pay for the shares of our company and does not necessarily bear any material relationship to book value, par value, or any 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 stockstock;

Investors risk loss of use of funds allocated for purchases, with no right of return, during the offering period.

We cannot assure you that all or any shares will be sold. Boustead Securities, LLC, our underwriter, is offering our shares on a “best efforts”, minimum-maximum basis. We have no firm commitment from anyone to purchase all or any of the shares offered. If offers to purchase a minimum of $10,000,000 of shares are not received within 180 days from the date of this prospectus, escrow provisions require that all funds received be promptly refunded. If refunded, investors will receive no interest on their funds. During the offering period, investors will not have any use or right to return of the funds.

We could be subject to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for us because companies in our industry have experienced significant stock price volatility in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, including, without limitation, in the sections captioned “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Plan of Operations”, and “Business”. Any and all statements contained in this prospectus that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this prospectus may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the SEC, and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation:

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Our issuance of further sharesability to attract and the eligibility of issued shares for resale will dilute our common stock and could lower the price a willing buyer would pay for our common stock. retain management;

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

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Our ability to raise capital. The 64,628,622 shares of common stock presently issuedcapital when needed 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”)on acceptable terms 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 Act 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. 16 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 3a51-1 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, Rule 15g-9 requires: · that a broker or dealer approve a person's account for transactions in penny stocks; and · the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.conditions;   In order to approve a person's account for transactions in penny stocks, the broker or dealer must: · obtain financial information and investment experience objectives of the person; and · 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 intensity of competition;   The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: · sets forth the basis on which the broker or dealer made the suitability determination; and · that the broker or dealer received a signed, written agreement from the investor prior to the transaction. ● General economic conditions;   Disclosure also has to be made about the risks of investing ● Changes 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. regulations;   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 ● Whether the market value of our stock. for healthcare services continues to grow, and, if it does, the pace at which it may grow; and   17 MARKET AND OTHER DATA The industry and market data contained ● Our ability to compete against large competitors 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 reliable 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 we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation: · Our ability to attract and retain management;rapidly changing market.   · Our ability to raise capital when needed and on acceptable terms and conditions; Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this prospectus to reflect any new information or future events or circumstances or otherwise, except as required by law.   · The intensity of competition; Readers should read this prospectus in conjunction with the discussion under the caption “Risk Factors”, our financial statements and the related notes thereto in this prospectus.   · General economic conditions; USE OF PROCEEDS   · Changes in regulations; After deducting the estimated underwriter’s discount and offering expenses payable by us, we expect to receive net proceeds of approximately $8,500,000 from this offering if the minimum offering amount is sold and approximately $27,100,000 if the maximum offering amount is sold.   · Whether the market for healthcare services continues to grow, and, if it does, the pace at which it may grow; and We plan to use the net proceeds of this offering for the implementation of our business plan including mergers and acquisitions, debt repayment, laboratory and clinical trials, general and administrative expenses and working capital. The table below shows how we intend to use the proceeds in the event of minimum and maximum offering.   · Our ability to compete against large competitors in a rapidly changing market. Description of Use   Estimated Amount of Net Proceeds (Minimum Offering)     Percentage     Estimated Amount of Net Proceeds (Maximum Offering)     Percentage   Mergers and Acquisitions   $ 5,000,000       59 %   $ 20,000,000       74 % Laboratory and Clinical Trials   $ 500,000       6 %   $ 2,000,000       7 % Debt Repayment   $ 1,500,000       17 %   $ 1,500,000       6 % General and Administrative Expenses   $ 750,000       9 %   $ 2,600,000       9 % Working Capital   $ 750,000       9 %   $ 1,000,000       4 % To the extent we raise an amount between the minimum and maximum offering, we expect that we would allocate amounts in approximately the same percentages, other than debt repayment, which is fixed at $1,500,000. Our business plan contemplates potential mergers and acquisitions that could provide additional products, personnel and technologies, and a substantial portion of the net proceeds from this offering may be used for those mergers and acquisitions. While we discuss potential mergers and acquisitions from time to time, we currently have no commitments or agreements for any mergers or acquisitions. Further, we cannot guarantee that we will complete any future mergers or acquisitions. On April 19, 2017, we entered into a loan agreement with Lotus Capital Overseas Limited providing for the issuance of a loan in the principal amount of $2,100,000. Proceeds from the loan were used to purchase our commercial property, including our corporate headquarters, located in Freehold, New Jersey. The maturity date is April 18, 2018. We are currently negotiating an extension of the loan maturity date to December 31, 2018. The annual interest rate for the loan is 10%. As of March 31, 2018, the remaining principal balance of the loan was $1,500,000. The amounts and timing of our actual expenditures will depend on numerous factors, including the factors described under “Risk Factors.” We therefore cannot estimate with certainty the amount of net proceeds to be used for the purposes described above. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds. Pending the uses described above, we plan to invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government. DIVIDEND POLICY We have never declared or paid any cash dividends on our common stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future. COMMON SHARE PRICE RANGE Our common stock is quoted on the OTCQB Marketplace under the symbol “AVCO.” Prior to October 18, 2016, our common stock was quoted on the OTCQB Marketplace under the symbol “GTHC.” The following table sets forth, for each of the calendar periods indicated, the quarterly high and low closing bid prices for our common stock quoted on the OTCQB Marketplace since February 22, 2016 (there were no bid prices prior to February 22, 2016). The prices in the table represent prices between dealers and do not include adjustments for retail mark-up, markdown or commission and may not represent actual transactions. 2016 High Low First Quarter (from February 22, 2016) $0.16 $0.16 Second Quarter $0.16 $0.04 Third Quarter $0.04 $0.04 Fourth Quarter $3.00 $0.04       2017     First Quarter $5.00 $1.00 Second Quarter $1.49 $0.51 Third Quarter $3.50 $0.51 Fourth Quarter $4.60 $1.35       2018     First Quarter $3.97 $0.98 Second Quarter (through April 18, 2018) $3.04 $1.50 The last reported sale price for our common stock on April 18, 2018 was $1.50 per share. As of March 31, 2018, there were approximately 52 registered holders of record of our shares of common stock, based upon information received from our stock transfer agent. However, this number does not include beneficial owners whose shares were held of record by nominees or broker dealers. In connection with this offering, we intend to list our common stock on the Nasdaq Capital Market under the symbol “AVCO.” CAPITALIZATION The following table describes our cash and our capitalization as of December 31, 2017: ● on an actual basis; and   All written and oral forward-looking statements made in connection with this prospectus that are attributable ● on an as adjusted basis to us or persons acting on our behalf 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. 18 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 contained in this offering are sold, we will raise gross proceeds of $20,000,000. The following table sets forth the uses of proceeds assuming sales less than the maximum securities offered for sale by the Company. Each individual use of proceeds is disclosed in the order of priority in which any such proceeds will be used. The offering scenarios presented are for illustrative purposes only, the actual amount of proceeds, if any, may differ. There is no assurance that we will be successful in our efforts. Amounts Raised as a Percentage of Total Offering     100%     75%     50%     25%     10%     3%   Gross Proceeds   $ 20,000,000     $ 15,000,000     $ 10,000,000     $ 5,000,000     $ 2,000,000     $ 600,000   Registration Costs   $ 50,000     $ 50,000     $ 50,000     $ 50,000     $ 50,000     $ 50,000   Net Proceeds   $ 19,950,000     $ 14,950,000     $ 9,950,000     $ 4,950,000     $ 1,950,000     $ 550,000   Use of Proceeds                                                                                                   Mergers and Acquisitions   $ 12,000,000     $ 10,000,000     $ 6,000,000     $ 2,000,000       0       0   Laboratory & Clinical Trials   $ 4,000,000     $ 3,000,000     $ 2,000,000     $ 1,000,000       0       0   General & Administrative Expenses   $ 2,000,000     $ 1,000,000     $ 1,000,000     $ 1,000,000     $ 1,000,000       100,000   Working Capital   $ 1,950,000     $ 950,000     $ 950,000     $ 950,000     $ 950,000     $ 450,000   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 for their investments in the Company. We anticipate that we will require a minimum 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 our founders will invest further or loan money to the Company, although there are no such contractual commitments. If we sell less than $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.  The effectiveness of the registration with respect to the shares of common stock offered by this prospectus that are being registered for the account of the selling stockholders named in this prospectus, we will not receive any proceeds fromreflect the sale of the common stock offered through this prospectus by the selling stockholders. We will pay all of the expenses incident to the registration of the shares pursuant to this prospectus except for sales commissionsminimum and other expenses of selling stockholders named herein. We will not receive any proceeds from the sale of the common stock by the selling stockholders. DETERMINATION OF OFFERING PRICE Themaximum offering amounts at an assumed public offering price of $ per share and our receipt of the shares has been determined arbitrarilynet proceeds therefrom after deducting the underwriting discounts and commissions and estimated offering expenses payable by 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 hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities. DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this 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. The as adjusted information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the public offering price of our common stock and other terms of this offering determined at pricing. You should read this capitalization table together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other financial information included elsewhere in this prospectus. Minimum Offering (         Shares of Common Stock)     As of December 31, 2017       Actual     As Adjusted (1)   Cash   $ 3,027,033     $ 11,527,033   Equity:                 Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding, actual and as adjusted     —       —   Common stock, $0.0001 par value; 490,000,000 shares authorized; 70,278,622 shares issued and outstanding, actual; shares issued and outstanding, as adjusted     7,028       7,228   Additional paid-in capital     11,490,285       19,990,085   Accumulated deficit     (3,517,654 )     (3,517,654 ) Statutory reserve     6,578       6,578   Accumulated other comprehensive loss - foreign currency translation adjustment     (91,994 )     (91,994 ) Total Avalon GloboCare Corp. stockholders’ equity     7,894,243       16,394,243   Non-controlling interest     (585,394 )     (585,394 ) Total equity     7,308,849       15,808,849   Total capitalization   $ 7,308,849     $ 15,808,849   (1) As adjusted to reflect the net proceeds we expect to receive from the minimum offering at an assumed public offering price of $ per share and reflects the application of the proceeds after deducting the estimated underwriting commission (7.0%) and our estimated offering expenses. After deducting the underwriting discount and our estimated offering expenses, in a minimum offering we expect to receive net proceeds of approximately $8,500,000. Maximum Offering (          Shares of Common Stock)     As of December 31, 2017       Actual     As Adjusted (1)   Cash   $ 3,027,033     $ 30,127,033   Equity:                 Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding, actual and as adjusted     —       —   Common stock, $0.0001 par value; 490,000,000 shares authorized; 70,278,622 shares issued and outstanding, actual; shares issued and outstanding, as adjusted     7,028       7,628   Additional paid-in capital     11,490,285       38,589,685   Accumulated deficit     (3,517,654 )     (3,517,654 ) Statutory reserve     6,578       6,578   Accumulated other comprehensive loss - foreign currency translation adjustment     (91,994 )     (91,994 ) Total Avalon GloboCare Corp. stockholders’ equity     7,894,243       34,994,243   Non-controlling interest     (585,394 )     (585,394 ) Total equity     7,308,849       34,408,849   Total capitalization   $ 7,308,849     $ 34,408,849   (1) As adjusted to reflect the net proceeds we expect to receive from the maximum offering at an assumed public offering price of $       per share and reflects the application of the proceeds after deducting the estimated underwriting commission (7.0%) and our estimated offering expenses. After deducting the underwriting discount and our estimated offering expenses, in a maximum offering we expect to receive net proceeds of approximately $27,100,000. The outstanding share information in the table above excludes 2,290,000 shares of our common stock issuable upon the exercise of stock options outstanding as of December 31, 2017, with a weighted average exercise price of $0.58 per share.   19 DILUTION If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately after this offering. Dilution results from the fact that the per share offering price is substantially in excess of the book value per share of common stock attributable to the existing shareholders for our presently outstanding shares of common stock. Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of shares of our common stock outstanding. Our historical net tangible book value as of December 31, 2017, was $6,310,983, or $0.09 per share. If the minimum offering is sold, we will have          shares of common stock outstanding upon completion of the offering. Our post offering as adjusted net tangible book value, which gives effect to receipt of the net proceeds from the offering and issuance of additional shares in the offering, but does not take into consideration any other changes in our net tangible book value after December 31, 2017, will be approximately $          or approximately $          per share. This would result in dilution to investors in this offering of approximately $          per share or approximately          % from the assumed offering price of $          per share. Net tangible book value per share would increase to the benefit of present shareholders by $          per share attributable to the purchase of the shares by investors in this offering. If the maximum offering is sold, we will have          shares of common stock outstanding upon completion of the offering. Our post offering as adjusted net tangible book value, which gives effect to receipt of the net proceeds from the offering and issuance of additional shares in the offering, but does not take into consideration any other changes in our net tangible book value after December 31, 2017, will be approximately $          or $          per share. This would result in dilution to investors in this offering of approximately $          per share or approximately          % from the assumed offering price of $          per share. Net tangible book value per share would increase to the benefit of present shareholders by $          per share attributable to the purchase of the shares by investors in this offering. The following table sets forth the estimated net tangible book value per share after the offering and the dilution to persons purchasing shares based on the foregoing minimum and maximum offering assumptions.     Minimum Offering (1)     Maximum Offering (2)   Assumed offering price per share   $     $   Net tangible book value per share as of December 31, 2017   $ 0.09     $ 0.09   Increase in net tangible book value per share after this offering   $       $     Net tangible book value per share after the offering   $       $     Dilution per share to new investors   $       $       Investors who purchase our common stock will be diluted to the extent (1) Assumes gross proceeds from an offering of the difference between the public offering 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 this offering. Net tangible book value per share is determined by dividing our total tangible assets less total liabilities by the number of outstanding shares of our common stock. As of March 31, 2017, we had a net tangible book value of $3,095,421 or approximately $0.05 per share of common stock. Dilution in net tangible book value per share represents the difference between the assumed offering price per share of common stock of $1.00 and the pro forma as adjusted net tangible book value per share of common stock immediately after the sale of the 20,000,000          shares of common stock being registered for resale in accordance with this Offering. Therefore, after giving effect to our assumed receipt of $20,000,000 in estimated netstock. (2) Assumes gross proceeds from the issuancean offering of 20,000,000          shares of common stock under this Offering and registered 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 March 31, 2017, and after deducting estimated offering commissions and expenses payable by us), our pro forma as adjusted net tangible book value as of March 31, 2017 would have been $23,095,421, or $0.27 per share . This would represent an immediate increase in the net tangible book value of $0.22 per share to existingstock. The following chart illustrates our pro forma proportionate ownership, upon completion of the offering under alternative minimum and maximum offering assumptions, by present shareholders and investors in this offering, compared to the relative amounts paid by each. The charts reflect payment by present shareholders as of the date the consideration was received and by investors in this offering at the offering price without deduction of the estimated underwriting commission and our estimated offering expenses. The charts further assume no changes in net tangible book value other than those resulting from the offering. Shares Purchased Total Consideration Average Price Amount Percent Amount Percent Per Share MINIMUM OFFERING Existing shareholders attributable to this offering. The following table illustrates this per share dilution to new investors: Assumed offering price per share of common stock           $ 1.00   Net tangible book value per share as of March 31, 2017   $ 0.05         Increase in as adjusted net tangible book value per share attributable to the sale of shares under the Purchase Agreement   $ 0.22           Pro forma net tangible book value per share after the sale of shares under the Purchase Agreement           $ 0.27   Dilution per share to new investors           $ 0.73   To the extent that we sell more or less than $20,000,000 worth of shares under this Offering, or to the extent that some or all sales are made at prices lower than or in excess of the assumed price per share of $1.00, then the dilution reflected in the table above will differ. The above table is based on 64,628,622 shares of our common stock outstanding as of the date of this Prospectus adjusted for the assumed sale of 20,000,000 shares of common stock for gross proceeds of $20,000,000 (at the assumed purchase price described above and after deducting estimated offering commissions and expenses payable by us). Assuming no adjustments in the offering price per share of common stock of $1.00, new % $ % $ New investors will be diluted by $0.77 per share, $0.83 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 % $ % $ Total % $ % $ Shares Purchased Total Consideration Average Price Amount Percent Amount Percent Per Share MAXIMUM OFFERING Existing shareholders will be diluted by $0.94 % $ % $ New investors % $ % $ Total % $ % $ The outstanding share information in the table above excludes 2,290,000 shares of our common stock issuable upon the exercise of stock options outstanding as of December 31, 2017, with a weighted average exercise price of $0.58 per share. To the extent that we issue additional shares of common stock in the future, there may be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating 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 shareholders.    20 TERMS OF THE  COMPANY’S OFFERING We have 64,628,622 shares of common stock issued and outstanding as of the date of this prospectus of which 1,090,500 of the shares will be registered on behalf of selling stockholders. The Company is registering an additional 20,000,000 shares of its common stock for sale at the price of $1.00 per share for direct placement by the Company, i.e., without the use of a broker-dealer or other third-party statutory underwriter. There is no arrangement to address the possible effect of the offering on the price of the stock. In connection with the Company’s selling efforts in the offering, our executive officers will not register as a broker-dealer pursuant 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, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Our executive officers are not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Jin and 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 our securities. Mr. Jin and Ms. Li are not, nor have been within the 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 or dealer. At the end of the offering, Mr. Jin and Ms. Li will continue to primarily perform substantial duties for our company or on its behalf otherwise than in connection with transactions in securities. Mr. Jin and Ms. Li will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii). We will receive all proceeds from the sale 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 July 21, 2017, the last reported sale price of shares of our common stock on the OTCQB Marketplace was $0.51. The 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 we intend to contact our network individually to make them 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. These relationships 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. The shares will not be offered through any media or through investment meetings. Our officers and directors will personally contact potential investors. The only means of communication will be verbal, by telephone or personal contact.  The only documents to be delivered in connection with the offering will be this prospectus and a subscription agreement. No communications or prospectus will be delivered prior to the effective date of our registration statement. 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. 46  SELECTED CONSOLIDATED FINANCIAL DATA The following table presents selected consolidated financial data for the periods and at the dates indicated. The selected consolidated statements of operations data for the years ended December 31, 2017 and 2016 and the selected consolidated balance sheet data as of December 31, 2017 and 2016 have been derived from our audited consolidated financial statements, included elsewhere in this prospectus. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period. You should read the following financial information together with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus. Consolidated Statements of Operations Data:     For the Year Ended     For the Year Ended       December 31, 2017     December 31, 2016   Revenues                   Real property rental   $ 828,663     $ —     Medical related consulting services - related parties     222,611       616,446     Development services and sales of developed products     26,276       —       Total revenues     1,077,550       616,446   Costs and expenses                   Real property operating expenses     542,371       —     Medical related consulting services - related parties     272,400       73,066     Development services and sales of developed products     15,016       —       Total costs and expenses     829,787       73,066   Real property operating income     286,292       —   Gross (loss) profit from medical related consulting services     (49,789 )     543,380   Gross profit from development services and sales of developed products     11,260       —   Compensation and related benefits     1,291,183       10,088   Professional fees     1,033,308       395,780   Impairment loss     1,321,338       —   Total other operating expenses     4,125,626       466,447   Total other (expense) income, net     (171,782 )     575   Income taxes     —       21,927   Net (loss) income   $ (4,049,645 )   $ 55,581   Net (loss) income attributable to Avalon GloboCare Corp. common shareholders     (3,464,285 )     55,581   Net (loss) income per common share attributable to Avalon GloboCare Corp. common shareholders - basic and diluted   $ (0.05 )   $ 0.00   Weighted average common shares outstanding - basic and diluted     65,033,472       51,139,475     21 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 offering will start on the date that this registration statement is declared effective by the SEC and continue for a period of one hundred and eighty (180) days. The offering shall terminate on the earlier of (i) the date when the sale of all 20,000,000 shares is completed, (ii) when the Board of Directors decides that it is in the best interest of the 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 statement is declared effective by the SEC. Procedures for Subscribing If you decide to subscribe for any shares in this offering, you must 47  Consolidated Balance Sheet Data:   · execute and deliver a subscription agreement; and · deliver a check, certified funds or wire to us for acceptance or rejection. All checks for subscriptions must be made payable to “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, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.     December 31, 2017     December 31, 2016   Cash   $ 3,027,033     $ 2,886,189   Total current assets     3,234,977       3,706,213   Total assets     12,669,033       3,706,508   Total current liabilities     5,360,184       160,317   Total liabilities     5,360,184       160,317   Total Avalon GloboCare Corp. stockholders’ equity     7,894,243       3,546,191   Non-controlling interest     (585,394 )     —   Total equity     7,308,849       3,546,191   Total liabilities and equity   $ 12,669,033     $ 3,706,508   22 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The 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 two major 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 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2017 and 2016 should be read in conjunction with our consolidated financial statements and related notes to those consolidated financial statements that are included elsewhere in this prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. The results of operations related to the development services and sales of developed products segment are only included in our results of operations for the period from October 25, 2017 (the effective date of the acquisition of Beijing GenExosome) to December 31, 2017. Overview We are 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, telemedicine with medical second opinion/referral services, as well as rehabilitation medicine. In addition, we are engaged in the development of exosome technology to improve the diagnosis and management of diseases. Exosomes are tiny, subcellular, membrane-bound vesicles 30-150 nm in diameter that are released by almost all cell types and can carry membrane and cellular proteins, as well as genetic materials that are representative of the cell of origin. Profiling various bio-molecules in exosomes may serve as useful biomarkers for a wide variety of diseases. Our isolation system is designed to be used by researchers for biomarker discovery and clinical diagnostic development, and advancement of targeted therapies. Currently, isolation systems and service are available to isolate exosomes or extract exosomal RNA/protein from serum/plasma, urine and saliva samples. We are seeking to decode proteomic and genomic alterations underlying a wide-range of pathologies, thus allowing for the introduction of novel non-invasive “liquid biopsies”. Our mission is focused on diagnostic advancements in the fields of oncology, infectious diseases and fibrotic diseases, and the discovery of disease-specific exosomes to provide the disease origin insight necessary to enable personalized clinical management. There is no guarantee that we will be able to successfully achieve our stated mission. We currently generate revenue by providing medical related consulting services in advanced areas of immunotherapy and second opinion/referral services through Avalon Healthcare System, Inc., or AHS, and Avalon (Shanghai) Healthcare Technology Co., Ltd., or Avalon Shanghai. Our medical related consulting 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 have our clients focus 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. Further, we generate revenue by performing development services for hospitals and sales of related products developed to hospitals through GenExosome Technologies Inc., or GenExosome, and Beijing Jieteng (GenExosome) Biotech Co., Ltd., or Beijing GenExosome. We also own and operate rental real property in New Jersey. The value of the Renminbi, or 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 havelimited operations.These consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying consolidated financial statements, we had working capital deficit (total current liabilities in excess of total current assets) and an accumulated deficit of $2,125,207 and $3,517,654 at December 31, 2017, respectively, and had a net loss and net cash flow used in operating activities of $4,049,645 and $1,339,692 for the year ended December 31, 2017, respectively.   We have a limited operating history and our continued growth is dependent upon the continuation of providing medical related consulting services to our only three clients who are related parties and through performing development services for hospitals and sales of related products developed to our related parties; henceseveral clients, generating revenues,rental revenue from our income-producing real estate property in New Jersey and generating revenue from proprietary exosome isolation systems by developing proprietary diagnostic and therapeutic products leveraging exosome technology; 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 andIn addition, the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report.prospectus. Our capital requirements for the next twelve months primarily relate to working capital requirements, including marketing expenses, salaries and fees related to third parties’ professional services, capital expenditures and reduction of accrued liabilities, mergers, acquisitions and the development of business opportunities. These uses of cash will depend on numerous factors among others, raisedincluding our sales and other revenues, and our ability to control costs. All funds received have been expended in the furtherance of growing the business. 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 funds received from the sale of our equity and advances from our related parties, 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. These matters raise substantial doubt about our ability to continue as a going concern. Our financial statements appearing elsewhere in this report do not include any adjustments that might result from the outcome of this uncertainty.ability to continue as a going concern is dependent on our ability to raise additional capital, implement our business plan, and generate significant revenues. There are no assurances that we will be successful in our efforts to generate significant revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company. Our abilityconcern. We plan on raising capital through the sale of equity or debt instruments to continue as a going concern is dependent upon our ability to carry outimplement our business plan, achieve profitable operations, obtain additional working capital funds from our significant shareholders, and or through debt and equity financings.plan. However, there canis no assurance these plans will be no assurancerealized and that any additional financings will be available to us on satisfactory terms and conditions, if any. 23   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 Companywe 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 been prepared in accordance with accounting principles generally accepted in the United 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, recoverythe allowance for doubtful accounts, reserve for obsolete inventory, the useful life of long-livedproperty, plant, equipment and investment in real estate and intangible assets, income taxesassumptions used in assessing impairment of long-term assets, the fair value of assets acquired and theliabilities assumed in acquisition, valuation of equity transactions.deferred tax assets, accruals for taxes due, the value of stock-based compensation, and valuation of options.   We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which 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 these 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 statements.   Revenue Recognition   We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered,provided, the purchase price is fixed or determinable and collectability is reasonably assured.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 periodTypes of time. revenue: ● Rental revenue from leasing commercial property under operating leases with terms of generally two years or more. ● Service fees under consulting agreements with related parties to provide medical related consulting services to our clients. We are paid for our services by our clients pursuant to the terms of the written consulting agreements. Each contract calls for a fixed payment in a fixed period of time. ● Service fees under agreements to perform development services for hospitals. We do not perform contracts that are contingent upon successful results. ● Sales of developed products to hospitals in connection with performing development services. Revenue recognition criteria: ● We recognize rental revenue from our commercial leases on a straight-line basis over the life of the lease including rent holidays, if any. Straight-line rent receivable consists of the difference between the tenants’ rents calculated on a straight-line basis from the date of lease commencement over the remaining terms of the related leases and the tenants’ actual rents due under the lease agreements and is included in tenants receivable in the accompanying consolidated balance sheets. Revenues associated with operating expense recoveries are recognized in the period in which the expenses are incurred. ● 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. ● Revenue from development services performed under hospital contracts is recognized when it is earned pursuant to the terms of the contract. Each contract calls for a fixed dollar amount with a specified time period. These contracts generally involve up-front payment. Revenue is recognized for these projects as services are provided. ● Revenue from sales of developed items to hospitals, which call for the transfer of other items developed during the projects to the customers, is recognized when the item is shipped to the customer and title is transferred. We do not offer promotional payments, customer coupons, rebates or other cash redemption offers to our customers.   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.   24 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. UntilCompensation expense for unvested options to non-employees is re-measured at each balance sheet date and is being amortized over the measurementvesting period of the options. Non-controlling Interest As of December 31, 2017, Dr. Yu Zhou, director and co-chief executive officer of GenExosome who owned 40% of the equity interests of GenExosome, which is not under our control. Acquisition We account for acquisitions using the acquisition method of accounting, whereby the results of operations are included in the financial statements from the date of acquisition. The purchase price is reached,allocated to the total amount of compensation expense remains uncertain. We record compensation expenseacquired assets and assumed liabilities based on their estimated fair values at the date of acquisition, and any excess is allocated to goodwill. Effective October 25, 2017, pursuant to the Stock Purchase Agreement as discussed elsewhere in this prospectus, our majority-owned subsidiary, GenExosome, acquired 100% of Beijing GenExosome. In according to the acquisition, Beijing GenExosome’s assets and liabilities were recorded at their fair valuevalues as of the award ateffective date, October 25, 2017, and the reporting date.results of operations of Beijing GenExosome are consolidated with results of operations of us, starting on October 25, 2017.   Recent Accounting Pronouncements   In AugustFebruary 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. This pronouncement is effective for reporting periods beginning after December 15, 2018 using a modified retrospective adoption method.The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In August 2016, the FASB issued 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. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance will be effective for us in the first fiscal quarter of 2018 on a prospective basis, and early adoption is permitted. We are currently evaluatingdo not expect the standard to have a material impact it mayon our consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation: Scope of Modification Accounting. The guidance clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. This guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact 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 ourthe 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 Results of Operations   Comparison of Results of Operations for the Three MonthsYears Ended MarchDecember 31, 2017 and 2016   RevenueRevenues   We generated real property rental revenue commencing onin May 2017 and we generated revenue from medical related consulting services commencing in July 2016. We had revenue from performing development services for hospitals and sales of developed products to hospitals commencing in October 2017. For the three monthsyear ended MarchDecember 31, 2017, we had revenues from related partiesreal property rental revenue of $66,286. $828,663. We did not generate any real property rental revenue for the three monthsyear ended MarchDecember 31, 2016.   For the year ended December 31, 2017, we had medical related consulting services revenue from related parties of $222,611, as compared to medical related consulting services revenue from related parties of $616,446 for the year ended December 31, 2016, representing a decrease of $393,835, or 63.9%. The decrease was mainly attributable to the decreased demand for our consulting service from our related parties. For the year ended December 31, 2017, we had revenue from contract services through performing development services for hospitals and sales of developed products to hospitals of $26,276, which represents revenue from October 25, 2017 (the date of acquisition of Beijing GenExosome) to December 31, 2017. Cost of RevenueCosts and Expenses Cost Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to our rental properties. For the year ended December 31, 2017, real property operating expenses amounted to $542,371. There were no comparative revenue includesand related operating expenses from our real property operating business for the year ended December 31, 2016 since we started our real property rental operations during the second quarter of 2017. Costs of medical related consulting services include the cost of internal labor and related benefits, travel expenses related to medical related consulting services, subcontractor costs, other related consulting costs, and other overhead costs.costs. Subcontractor costs were costs related to medical related consulting services incurred by our subcontractor, such as medical professional’s compensation and travel costs. Costs of medical related consulting services for the year ended December 31, 2017 was $272,400, representing an increase of $199,334, or 272.8%, as compared to $73,066 for the year ended December 31, 2016. The increase was primarily attributable to the allocation of fixed costs, mainly consisting of internal labor and related benefits, to our costs of medical related consulting services.  Costs of development services and sales of developed products include inventory costs, materials and supplies costs, internal labor and related benefits, depreciation and other overhead costs incurred.  Costs of development services for hospitals and sales of developed products to hospitals was $15,016 for the year ended December 31, 2017,which represents costs from October 25, 2017 (the date of acquisition of Beijing GenExosome) to December 31, 2017. There was no comparable revenue nor costs of revenue from our development services and sales of developed products operations prior to the date of acquisition. Real Property Operating Income For Our real property operating income was $286,292 for the three monthsyear ended MarchDecember 31, 2017, cost of revenues was $99,581. Since we started generating revenue during2017. We did not generate any real property operating income for the third quarter of 2016, we had neither revenue nor cost of revenue in the three monthsyear ended MarchDecember 31, 2016.   Gross Loss(Loss) Profit from Medical Related Consulting Services and Gross Margin   Our gross loss was $33,295from medical related consulting services for the three monthsyear ended MarchDecember 31, 2017 was $49,789, representing a change of $593,169, or (109.2)%, as compared to gross profit of $543,380 for the year ended December 31, 2016, mainly due to the decrease in our consulting services revenue and increase in our consulting services costs. Gross margin of (50.2)decreased to (22.4)%. for the year ended December 31, 2017 from 88.1% for the year ended December 31, 2016. The negativedecrease in gross margin for the three monthsyear ended MarchDecember 31, 2017 as compared to the year ended December 31, 2016 was primarily resulted from low consulting services revenue and the allocation of fixed costs, mainly consisting of internal labor and related benefits, to costcosts of the low level of consulting revenue.   Gross Profit from Development Services and Sales of Developed Products 25   Our gross profit from development services and sales of developed products was $11,260 for the year ended December 31, 2017, representing a gross margin of 42.9%. Other Operating Expenses For the three monthsyears ended MarchDecember 31, 2017 and 2016, other operating expenses consisted of the following:     Three Months Ended March 31,     Year Ended December 31, 2017   Year Ended December 31, 2016   2017   2016   Selling expense   $ 8,711     $ -   Selling expenses   $ 15,253   $ 6,894   Compensation and related benefits     182,927       -     1,291,183   10,088   Professional fees     207,218       36,075     1,033,308   395,780   Rent     36,428       -   Rent expenses   138,307   2,000   Other general and administrative     24,304       23,404     326,237   51,685   Impairment loss     1,321,338     —     $ 459,588     $ 59,479     $ 4,125,626   $ 466,447     ·● Our selling expense consisted of salaries of sales personnel and travel and entertainment costs incurred by our sales department. DuringFor the three monthsyear ended MarchDecember 31, 2017, selling expense increased by $8,359, or 121.3%, as compared to the year ended December 31, 2016. In the year ended December 31, 2017, we hired a sales representative to enhance our visibility and to market our services in order to generate orders for our medical related consulting services. Selling expense totaled $8,711 for the three months ended March 31, 2017, while, we did not incur anyTherefore, our selling expense during the three months ended March 31, 2016. Selling expense as a percentage of revenue for the three months ended March 31, 2017 was 13.1%.increased.   ·● OurFor the year ended December 31, 2017, compensation and related benefits amountedincreased by $1,281,095, or 12,699.2%, as compared to $182,927 for the three monthsyear ended MarchDecember 31, 2016. The significant increase was primarily attributable to an increase in stock-based compensation of approximately $844,000 which reflected the value of options granted and vested to our management in 2017, while, we did not incur any compensationand an increase in employee salaries and related benefits duringof approximately $437,000 due to the three months ended March 31, 2016.increase in general and administrative personnel resulting from our business expansion.   ·● Professional fees primarily consisted of accounting fees, audit fees, legal service fees, consulting fees, investor relations service charges and other fees incurred for service related to becoming and being a public company. For the three monthsyear ended MarchDecember 31, 2017, and 2016, professional fees amountedincreased by $637,528, or 161.1%, as compared to $207,218 and $36,075, respectively, an increase of $171,143 or 474.4%.the year ended December 31, 2016. The significant increase was mainly attributable to an increase in consulting fees of approximately $289,000 due to the increase in use of consulting services providers, an increase in accounting fees of approximately $14,000$84,000 incurred for services performed by our financial consultant, an increase in audit fees incurred of approximately $90,000,$186,000 mainly due to the increase in audit service related to a target company acquisition and Form S-1 registration statement, an increase in legal services fees of approximately $50,000, and an increase$89,000, offset by a decrease in other miscellaneous items of approximately $17,000 resulting from our business expansion.$10,000. We expect professional fees to increase as we incur significant costs associated with our public company reporting requirements, and costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission.   ·● Rent expense totaled $36,428 forFor the three monthsyear ended MarchDecember 31, 2017. We did not incur any2017, rent expense since we did not rent any office space duringexpenses increased by $136,307, or 6,815.4%, as compared to the three monthsyear ended MarchDecember 31, 2016.2016, reflecting our business expansion.   ·● Other general and administrative expenses mainly consisted of travel and entertainment, office supplies, miscellaneous taxes, amortization of intangible assets, bank service charge and other miscellaneous items. OtherFor the year ended December 31, 2017, other general and administrative expenses remained roughly consistent for the three months ended March 31, 2017increased by $274,552, or 531.2%, as compared to the three monthsyear ended MarchDecember 31, 2016. The increase was primarily due to an increase in our travel and entertainment expense of approximately $123,000, an increase in amortization of intangible assets of approximately $86,000, an increase in miscellaneous taxes of approximately $30,000 and an increase in other miscellaneous items of approximately $36,000 resulting from our business expansion.   ● In December 2017, we assessed our four patents and other technologies for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and we calculated that the estimated undiscounted cash flows were less than the carrying amount of those patents and other technologies. Based on our analysis, we recognized an impairment loss of $923,769 for the year ended December 31, 2017, which reduced the value of our four patents and other technologies purchased to $1,583,260. In addition, in December 2017, we assessed our goodwill for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and we calculated that the estimated undiscounted cash flows were less than the carrying amount of goodwill. Based on our analysis, we recognized an impairment loss of $397,569 for the year ended December 31, 2017, which reduced the value of goodwill acquired to zero.We did not record any impairment charge for the year ended December 31, 2016. Loss(Loss) Income from Operations   As a result of the foregoing, for the three monthsyear ended MarchDecember 31, 2017, loss from operations amounted to $492,883,$3,877,863, as compared to lossincome from operations of $59,479$76,933 for the three monthsyear ended MarchDecember 31, 2016, a change of $433,404,$3,954,796, or 728.7%5,140.6%. Other Income (Expense)   Other income (expense) includes interest income from bank deposits, andinterest expense incurred from loan payable, foreign currency transaction loss. loss, and grant income from the Chinese government. Other expense, net, totaled $56,450$171,782 for the three monthsyear ended MarchDecember 31, 2017, as compared to other income, net, of $8$575 for the three monthsyear ended MarchDecember 31, 2016, a change of $56,458,$172,357, which was mainly attributable to an increase in interest expense of approximately $138,000, and an increase in foreign currency transaction loss of approximately $57,200,$57,000, offset by an increase in interestgrant income of approximately $800.$22,000. Grant income represents incentives granted and received from the Chinese government to encourage technology innovation.   Income Taxes We did not have any income taxes expense for the three monthsyear ended MarchDecember 31, 2017 and 2016 since we incurred lossesdid not generate any taxable income in this year. Income taxes expense was $21,927 for the periods.year ended December 31, 2016, which was attributable to the taxable income generated by our China operating entity, Avalon Shanghai.   Net Loss(Loss) Income As a result of the factors described above, our net loss was $549,333,$4,049,645 for the year ended December 31, 2017, as compared with net income of $55,581 for the year ended December 31, 2016, a change of $4,105,226 or $(0.009)7,386.0%. Net (Loss) Income Attributable to Avalon GloboCare Corp. The net loss attributable to Avalon GloboCare Corp. was $3,464,285, or $(0.05) per share (basic and diluted), for the three monthsyear ended MarchDecember 31, 2017. Our2017, as compared with net loss was $59,471,income attributable to Avalon GloboCare Corp. of $55,581, or $(0.001)$0.00 per share (basic and diluted), for the three monthsyear ended MarchDecember 31, 2016.2016, a change of $3,519,866 or 6,332.9%.   Foreign Currency Translation Adjustment   Our reporting currency is the U.S. dollar. The functional currency of our parentthe company, and our wholly-owned U.S. subsidiary,AHS, Avalon Healthcare System Inc.(BVI) Ltd. (dormant, to be dissolved in 2018), Avalon RT 9, Properties, LLC, and Avalon (BVI) Ltd.,GenExosome, is the U.S. dollar and the functional currency of our wholly-owned PRC subsidiary, Avalon (Shanghai) Healthcare Technology Co., Ltd. which is incorporated in China,Shanghai and Beijing GenExosome, is the Chinese Renminbi, (“RMB”).or RMB. The financial statements of our subsidiarysubsidiaries whose functional currency is the RMB are translated to U.S. dollars using period end rates of exchange for assets and liabilities, average rate of exchange (for the period) for revenue, costs, and expenses and cash flows, and at historical exchange rates for equity. 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 gain of $2,540 and a foreign currency translation loss of $39,771 and $0$94,568 for the three monthsyears ended MarchDecember 31, 2017 and 2016, respectively. This non-cash gain/loss had the effect of decreasing/increasing our reported comprehensive loss.   26 Comprehensive Loss As a result of our foreign currency translation adjustment, we had comprehensive loss of $4,047,105 and $38,987 for the three months ended March 31, 2017 of $589,104, compared to comprehensive loss of $59,471 for the three months ended March 31, 2016. 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 yearyears ended December 31, 2017 and 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. Subcontractor costs were costs related to consulting services incurred by our subcontractor, such as medical professional’s compensation and travel 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%respectively.   27 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:     For the Year Ended December 31, 2016     For the Period from May 18, 2015 (Date of Inception) through December 31, 2015   Selling expense   $ 6,894     $ -   Professional fees     395,780       83,900   Other general and administrative     63,773       18,480       $ 466,447     $ 102,380   · Our selling expense consisted of salaries of sales personnel and travel and entertainment costs incurred by our sales department. In fiscal 2016, we hired a sales representative to enhance our visibility and to market our services in order to generate orders for our consulting services. Selling expense totaled $6,894 for the year ended December 31, 2016, while, we did not incur any selling expense during the period from May 18, 2015 (date of inception) through December 31, 2015. Selling expense as a percentage of revenue for the year ended December 31, 2016 was 1.1%. · Professional fees primarily consisted of accounting fees, legal service fees, consulting fees, investor relations service charges and other fees incurred for service related to becoming and being a public company. For the year ended December 31, 2016 and for the period from May 18, 2015 (date of inception) through December 31, 2015, professional fees amounted to $395,780 and $83,900, respectively, an increase of $311,880 or 371.7%. The increase was mainly attributable to an increase in accounting fees of approximately $16,000 incurred for services performed by our financial consultant, an increase in audit fees incurred of approximately $87,000, an increase in investor relations service charges of approximately $127,000, an increase in legal services fees of approximately $96,000, and an increase in other miscellaneous items of approximately $26,000 resulting from our business expansion, offset by a decrease in due diligence service fees of approximately $40,000. We expect professional fees to increase as we incur significant costs associated with our public company reporting requirements, and costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. · Other general and administrative expenses mainly consisted of compensation and related benefits, travel and entertainment, office supplies, rent, OTC markets application and listing fee, bank service charge and other miscellaneous items. Other general and administrative expenses totaled $63,773 for the year ended December 31, 2016, as compared to $18,480 for the period from May 18, 2015 (date of inception) through December 31, 2015, an increase of $45,293, or 245.1%. The increase was primarily attributable to an increase in compensation and related benefits of approximately $10,000, an increase in travel and entertainment of approximately $15,000, an increase in OTC markets application and listing fee of approximately $4,000, an increase in office rent of approximately $2,000, and an increase in other miscellaneous items of approximately $14,000, resulting from our business expansion. 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. 28 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 MarchDecember 31, 2017 and December 31, 2016, we had cash balance of approximately $5,431,000$3,027,000 and $2,886,000, respectively. These funds are kept in financial institutions located as follows:   Country:   March 31, 2017   December 31, 2016     December 31, 2017   December 31, 2016 United States   $ 5,120,347       94.3 %   $ 360,559       12.5 %   $ 1,700,024   56.2 %   $ 360,559   12.5 % China     310,881       5.7 %     2,525,630       87.5 %     1,327,009     43.8 %     2,525,630     87.5 % Total cash   $ 5,431,228       100.0 %   $ 2,886,189       100.0 %   $ 3,027,033     100.0 %   $ 2,886,189     100.0 %   Under applicable PRC regulations, foreign invested enterprises, or FIEs, in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign invested enterprise in China is required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves until the cumulative amount of such reserves reach 50% of its registered capital. These reserves are not distributable as cash dividends.dividends.   In addition, a portion of our businesses and assets are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. These currency exchange control procedures imposed by the PRC government authorities may restrict the ability of our PRC subsidiarysubsidiaries to transfer itstheir net assets to the Parent Companyus through loans, advances or cash dividends.dividends.   The current PRC Enterprise Income Tax, (“EIT”)or EIT, Law and its implementing rules generally provide that a 10% withholding tax applies to China-sourced income derived by non-resident enterprises for PRC enterprise income tax purposes unless the jurisdiction of incorporation of such enterprises'enterprises’ shareholder has a tax treaty with China that provides for a different withholding arrangement.arrangement.    29   The following table sets forth a summary of changes in our working capital from December 31, 2016 to MarchDecember 31, 2017:             December 31, 2016 to  March 31, 2017             December 31, 2016 to December 31, 2017    March 31,  2017   December 31, 2016   Change   Percentage Change     December 31, 2017   December 31, 2016   Change   Percentage Change Working capital:                                 Working capital (deficit):                   Total current assets   $ 6,251,109     $ 3,706,213     $ 2,544,896       68.7 %   $ 3,234,977   $ 3,706,213   $ (471,236 )   (12.7 )% Total current liabilities     3,179,864       160,317       3,019,547       1,883.5 %     5,360,184     160,317     5,199,867     3,243.5 % Working capital:   $ 3,071,245     $ 3,545,896     $ (474,651 )     (13.4 )% Working capital (deficit)   $ (2,125,207 )   $ 3,545,896   $ (5,671,103 )     (159.9 )%   Our working capital decreaseddeficit increased by $475,000$5,671,103 to $3,071,000working capital deficit of $2,125,207 at MarchDecember 31, 2017 from $3,546,000working capital of $3,545,896 at December 31, 2016. The decreaseincrease in working capital deficit was primarily attributable to a decrease in accounts receivable – related parties, net of allowance for doubtful accounts, of approximately $70,000, a decrease in prepaid expenses and other current assets of approximately $600,000 primarily due to the decrease in prepayment for acquisition of real property of approximately $700,000, an increase in accrued liabilities and other payables of approximately $240,000, an increase in loan payable of $1,500,000 borrowed in connection with our purchase of New Jersey real property, an increase in tenants’ security deposit of approximately $92,000, an increase in due to related parties of approximately $353,000, and an increase in refundable deposit of $3,000,000 related to our March 2017 Subscription Agreement (see note 9(See Note 16 – Common shares issuedShares Issued for Share Subscription Agreement)Agreement - to our consolidated financial statements included elsewhere in this prospectus), offset by a significantan increase in cash of $2,545,000 mainly resulting from the cash received as earnest money from DOING in connection with the Share Subscription Agreement.approximately $141,000.   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, 20162017 Compared to the Period from May 18, 2015 (Date of Inception) throughYear Ended December 31, 20152016   The following summarizes the key components of our cash flows for the years ended December 31, 2017 and 2016:     Year Ended December 31, 2017    Year Ended December 31, 2016 Net cash (used in) provided by operating activities   $ (1,339,692 )   $ 13,984   Net cash used in investing activities     (8,014,448 )     (930,334 ) Net cash provided by financing activities     9,502,225       3,785,000   Effect of exchange rate on cash     (7,241 )     (92,047 ) Net increase in cash   $ 140,844     $ 2,776,603   Net cash flow used in operating activities for the year ended December 31, 20162017 was $1,339,692, which primarily reflected our net loss of approximately $4,050,000, and the period from May 18, 2015 (datechanges in operating assets and liabilities, net of inception) through December 31, 2015:assets and liabilities assumed in business acquisition, primarily consisting of an increase in tenants receivable of approximately $38,000, an increase in prepaid expenses and other current assets of approximately $99,000, an increase in security deposit of approximately $30,000, and a decrease in income taxes payable of approximately $22,000, offset by a decrease in accounts receivable – related parties of approximately $72,000, an increase in accrued liabilities and other payables of approximately $215,000, an increase in accrued liabilities and other payables – related parties of approximately $31,000, an increase in deferred rental income of approximately $13,000, and an increase in tenants’ security deposit of approximately $92,000, and the add-back of non-cash items consisting of depreciation and amortization expense of approximately $182,000, stock-based compensation of approximately $993,000, and impairment loss of approximately $1,321,000.     Year Ended December 31, 2016     Period from May 18, 2015 (Date of Inception) through December 31, 2015   Net cash provided by (used in) operating activities   $ 13,984     $ (67,564 ) Net cash used in investing activities     (930,334 )     -   Net cash provided by financing activities     3,785,000       177,150   Effect of exchange rate on cash     (92,047 )     -   Net increase in cash   $ 2,776,603     $ 109,586     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 payableaccrued liabilities and accrued liabilitiesother payables 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 partyparties of approximately $73,000, an increase in prepaid expenses and other of approximately $51,000, and a decrease in accounts payableaccrued liabilities and accrued liabilitiesother payables – related parties of approximately $10,000.   NetWe expect our cash flow used in operating activities forto increase due to 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 in accounts payable and accrued liabilities of approximately $17,000, and an increase in accounts payable and accrued liabilities – related parties of approximately $18,000.following:   ● the development and commercialization of exosome products; ● an increase in professional staff and services including increased costs of being a public company and additions to sales personnel; and ● an increase in public relations, marketing, advertising and/or sales promotions for existing and/or new brands as we expand within existing markets or enter new markets. Net cash flow used in investing activities reflectswas $8,014,448 for the year ended December 31, 2017 as compared to $930,334 for the year ended December 31, 2016. During the year ended December 31, 2017, we made payment for purchase of long-term assets of approximately $148,000, made payment for purchase of property, plant and equipment of approximately $54,000, made payment for purchase of intangible assets of approximately $876,000, and made payment for purchase of commercial real estate of approximately $7,009,000, offset by cash acquired on business acquisition of approximately $72,000. During the year ended December 31, 2016, we made prepayments made for acquisition of real property of $700,000, made payment forthe purchase of the Company’sAvalon GloboCare Corp.’s shares of $230,000 and made by AHS, andpayments for 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.$334.   Net cash flow provided by financing activities was $9,502,225 for the year ended December 31, 2017 as compared to $3,785,000 for the year ended December 31, 2016. During the year ended December 31, 2017, we received $2,100,000 proceeds from loan payable, received $210,000 advance from related parties, received $3,000,000 proceeds of refundable deposit as earnest money in connection with the Share Subscription Agreement related to the 3,000,000 shares of common stock issued to the March 2017 accredited investor who is an entrusted party that holds the shares on behalf of Beijing DOING Biomedical Technology Co., Ltd., and received net proceeds of approximately $5,099,000 (net of issuance costs of $50,625) from sale of common stock, offset by repayment for loan of $600,000 and repayment for related parties’ advance of approximately $307,000. During the year ended December 31, 2016, we received proceeds from related parties’ advance of $9,000, and received proceeds from AHS’s 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.   Cash Flows for the Three Months Ended March 31, 2017 Compared to the Three Months Ended March 31, 2016 The following summarizes the key components of our cash flows for the three months ended March 31, 2017 and 2016:     Three Months Ended March 31,       2017     2016   Net cash used in operating activities   $ (412,814 )   $ (71,309 ) Net cash used in investing activities     (2,000 )     -   Net cash provided by financing activities     3,000,000       150,000   Effect of exchange rate on cash     (40,147 )     -   Net increase in cash   $ 2,545,039     $ 78,691   Net cash flow used in operating activities for the three months ended March 31, 2017 was $413,000, which primarily reflected our net loss of $549,000, and the changes in operating assets and liabilities primarily consisting of an increase in security deposit of $24,000, and a decrease in income taxes payable of $21,000, offset by an increase in accounts payable and accrued liabilities of $29,000, and an increase in accounts payable and accrued liabilities – related parties of $16,000, and the add-back of non-cash items mainly consisting of stock-based compensation of $138,000. Net cash flow used in operating activities for the three months ended March 31, 2016 reflected our net loss of approximately $59,000, and the changes in operating assets and liabilities consisting of a decrease in accounts payable and accrued liabilities of approximately $10,000, and a decrease in accounts payable and accrued liabilities – related parties of approximately $2,000. Net cash flow used in investing activities reflects the prepayment made for acquisition of real property of $2,000. We did not incur any investing activity during the three months ended March 31, 2016. Net cash flow provided by financing activities was $3,000,000 for the three months ended March 31, 2017. During the three months ended March 31, 2017, we received $3,000,000 proceeds of refundable deposit as earnest money in connection with the Share Subscription Agreement related to the 3,000,000 common stock issued to the March 2017 Accredited Investor who is an entrusted party that holds the shares on behalf of DOING. Net cash flow provided by financing activities was $150,000 for the three months ended March 31, 2016. During the three months ended March 31, 2016, we received advance from related parties of $9,000 and received AHS’s founders’ contribution of $141,000, in funding our operations. 30 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. In addition, we expect to use cash to payworking capital requirements, including marketing expenses, salaries and fees related to third parties’ professional services.services, capital expenditures and reduction of accrued liabilities, and mergers, acquisitions and the development of business opportunities. These uses of cash will depend on numerous factors including our sales and other revenues, and our ability to control costs. All funds received have been expended in the furtherance of growing the business. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:term:   ·● Purchase price of $7.6 million to be paid for the property located in Township of Freehold, County of Monmouth, State of New Jersey; · Anan increase in working capital requirements to finance our current business;   ·● Thethe use of capital for mergers, acquisitions and the development of business opportunities;   ·● Additionaddition of administrative and sales personnel as the business grows; and   ·● Thethe cost of being a public company.   Our revenue generating operations are mainly as follows: i) Service contract-based healthcare consulting and advisory services; such services are conducted and provided via our US operation (AVCO) and our wholly owned subsidiary in China, namely Avalon (Shanghai) Healthcare Technology Co. Ltd.); ii) Rental income from tenants residing at our worldwide headquarters in Freehold managed by our wholly owned subsidiary Avalon RT 9 Properties, LLC; iii) In the future, we also anticipate revenues from our two major platforms (Avalon Cell and Avalon Rehab). We expect revenue generated from the Avalon Cell platform will be mainly derived from exosome-based product commercialization via our strategic partnership/joint venture being established in the US. We expect revenue generated from the Avalon Rehab platform will be mainly derived from (not limited to) our rehabilitation programs within the Ludaopei Hospital network. 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 funds received from the sale of our equity and advances from our related parties, 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.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 MarchDecember 31, 2017, and the effect these obligations are expected to have on our liquidity and cash flows in future periods.   31     Payments Due by Period   Contractual obligations:   Total     Less than 1 year     1-3 years     3-5 years     5+ years   Capital market consulting service contract   $ 78,000     $ 78,000     $ —     $ —     $ —   Financial consulting service contract     32,000       32,000       —       —       —   Office leases commitment     194,724       114,413       80,311       —       —   Office lease commitment – related party     7,000       7,000       —       —       —   Real property purchase agreement     7,600,000       7,600,000       —       —       —   Total   $ 7,911,724     $ 7,831,413     $ 80,311     $ —     $ —                                         Payments Due by Period   Contractual obligations:     Total     Less than 1 year     1-3 years     3-5 years     5+ years                                     Legal service contract   $ 30,000   $ 30,000   $ —   $ —   $ —   Financial consulting service contract     10,000     10,000     —     —     —   Real property management agreement     86,672     65,004     21,668     —     —   Office leases commitment     111,182     102,411     8,771     —     —   Investor relations service contract     10,000     10,000     —     —     —   Consulting service agreement     65,000     65,000     —     —     —   Financial advisory service agreement     30,000     30,000     —     —     —   Acquisition consideration     450,000     450,000     —     —     —   Laboratory equipment purchase commitment     94,000     94,000                     Loan payable (principal)     1,500,000     1,500,000     —     —     —   Accrued interest for loan     138,110     138,110     —     —     —                                     Total   $ 2,524,964   $ 2,494,525   $ 30,439   $ —   $ —     Off-balance Sheet Arrangements   We presently do not have off-balance sheet arrangements.    Foreign Currency Exchange Rate Risk   Our primaryA portion of our operations are in China. Thus, mosta portion of our revenuerevenues and operating results may be impacted by exchange rate fluctuations between RMB and US dollars. For the three monthsyears ended MarchDecember 31, 2017 and 2016, we had unrealized foreign currency translation gain of approximately $3,000 and unrealized foreign currency translation loss of approximately $40,000 and $0,$95,000, respectively, because of changes in the exchange rate. Inflation   The effect of inflation on our revenue and operating results was not significant. 32 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSBUSINESS Overview   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: 1. application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or 2. any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)). 33 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 reportedWe 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. AHS was incorporated on May 18, 2015 under the laws of the State of Delaware. In addition, Avalon GloboCare, through AHS, owns 100% of the capital stock of Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), which is a wholly foreign-owned enterprise (WOFE) 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, andas well as 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 intend to develop these services bothCell, such as our recent joint venture for the advancement of exosome isolation systems and related products. In addition, we are engaged in the USAdevelopment of exosome technology to improve the diagnosis and China through Joint Venturesmanagement of diseases. Exosomes are tiny, subcellular, membrane-bound vesicles 30-150 nm in diameter that are released by almost all cell types and acquisitions.can carry membrane and cellular proteins, as well as genetic materials that are representative of the cell of origin. Profiling various bio-molecules in exosomes may serve as useful biomarkers for a wide variety of diseases. Our isolation system is designed to be used by researchers for biomarker discovery and clinical diagnostic development, and advancement of targeted therapies. Currently, isolation systems and service are available to isolate exosomes or extract exosomal RNA/protein from serum/plasma, urine and saliva samples. We are seeking to decode proteomic and genomic alterations underlying a wide-range of pathologies, thus allowing for the introduction of novel non-invasive “liquid biopsies”. Our mission is focused on diagnostic advancements in the fields of oncology, infectious diseases and fibrotic diseases, and the discovery of disease-specific exosomes to provide the disease origin insight necessary to enable personalized clinical management. There is no guarantee that we will be able to successfully achieve our stated mission.   We currently generate revenue by selling exosome isolation systems in China and the United States through our joint venture GenExosome Technologies, Inc. In addition, we provide medical related consulting services in advanced areas of immunotherapy and second opinion/referral services through our wholly-owned subsidiary Avalon (Shanghai) Healthcare Technology Co., Ltd., or Avalon Shanghai. We also own and operate commercial real estate in New Jersey, where we are headquartered. Corporate Information We were incorporated under the laws of the State of Delaware on July 28, 2014 under the name Global Technologies Corp. On October 18, 2016, we changed our name to Avalon GloboCare Corp. and completed a reverse split of our shares of common stock at a ratio of 1:4. We own 100% of the capital stock of Avalon Healthcare Systems, Inc., a Delaware corporation, or AHS, which we acquired on October 19, 2016. AHS was incorporated on May 18, 2015 under the laws of the State of Delaware. In addition, we own through AHS 100% of the capital stock of Avalon (Shanghai) Healthcare Technology Co., Ltd., or Avalon Shanghai, which is a wholly foreign-owned enterprise, or WOFE, organized under the laws of the People’s Republic of China, or 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, we formed Avalon RT 9 Properties, LLC, a New Jersey limited liability company, and on January 23, 2017, we incorporated Avalon (BVI) Ltd, a British Virgin Islands company (dormant, to be dissolved in 2018). In July 2017, we formed GenExosome Technologies Inc., a Nevada corporation, or GenExosome. On October 25, 2017, we and GenExosome entered into a Securities Purchase Agreement pursuant to which we acquired 600 shares of GenExosome in consideration of $1,326,087 in cash and 500,000 shares of our common stock. On October 25, 2017, GenExosome entered into and closed an Asset Purchase Agreement with Yu Zhou, MD, PhD, pursuant to which we acquired all assets, including all intellectual property, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies in consideration of $876,087 in cash, 500,000 shares of our common stock and 400 shares of common stock of GenExosome. As a result of the above transactions, we hold 60% of GenExosome and Dr. Zhou holds 40% of GenExosome. On October 25, 2017, GenExosome entered into and closed a Stock Purchase Agreement with Beijing Jieteng (GenExosome) Biotech Co. Ltd., a corporation incorporated in the People’s Republic of China, Beijing GenExosome, and Dr. Zhou, the sole shareholder of Beijing GenExosome, pursuant to which GenExosome acquired all of the issued and outstanding securities of Beijing GenExosome in consideration of a cash payment in the amount of $450,000. The following diagram illustrates our corporate structure as of the date of this prospectus: 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 telemedicine, and rehabilitation centers. Our Chairman and CEO have significant relationships in China and the USA which will be leveraged to generate revenue in China through related parties and Joint Ventures and in the USA through Joint Ventures and acquisitions. 34   Services   We currently producegenerate revenue throughfrom related party strategic relationships through Avalon Shanghai that provide consultative services in advanced areas of immunotherapy and second opinion/referral services. In addition, 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;studies, executive education;education, daily online executive briefings;briefings, tailored expert advisory services;services, and consulting and management services. We typically charge an annual fee. Through our services we attempt to focushave our clients focus 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 tailor these solutions to the client’s specific strategic challenges, operational issues, and management concerns. We plan to expand our business services throughout the United States via our two major “Technology + Service” platforms,platforms: “Avalon Cell”, and “Avalon Rehab”.   Revenue Model   We currently generate revenue through rent from commercial tenants that have leased space in our Corporate Headquarters in Freehold, New Jersey and through related party relationships in China. The revenue generated from the commercial tenants in its Freehold, New Jersey headquarters is facilitated through a management agreement with Steven Sukel, a director of our company based in the USA. The revenue generated from its related parties in China are managed through its employees residing in China and through contactors that are retained as needed. hWe have several service and consulting contracts with related parties in China. These related parties primarily have relationships with our Chairman and CEO. There are three such major revenue generating sources in China. · Nanshan Memorial Stem Cell Biotechnology Co., Ltd. ( “NMSCB”), which is a related party to our Chairman. We have been outsourced by NMSCB to provide consulting and advisory services to enhance their business and international status. According to our service contract with NMSCB, we will continue to provide such consulting and advisory services to NMSCB to further enhance the business operation as well as the international status of their Wuhan Biolake Stem Cell Bank. · Hebei Yanda Ludaopei Hospital Co., Ltd. (“HYLH”), which is a related party to the Chairman. We have been outsourced by HYLH to provide consulting and advisory services to develop and facilitate several events and programs for the Hebei Yanda Ludaopei Hospital. According to our service contract with HYLH, we will continue to provide such consulting and advisory services to HYLH to facilitate their clinical programs in telemedicine and rehabilitation, as well as international academic/clinical collaborations, training, and knowledge exchange. · Daopei Investment Management (Shanghai) Co., Ltd. (herein referred to as “DIMS”), which is a related party to the Chairman. We have been outsourced by DIMS to provide consulting and advisory services to enhance their “Ludaopei” branding via network partnership, as well as to develop long-range integration of hematology/oncology programs with other hospitals in China. According to our service contract with LIMS, we will continue to provide such consulting and advisory services to LIMS to facilitate the “Ludaopei” brand expansion with respect to facilitating the operation and management of existing network Ludaopei Hematology-Oncology Centers, as well as to develop further qualified “Ludaopei” network partnership in China. Strategic Partnerships   We are in negotiationactively seeking potential strategic partnerships in our areasarea of focus with respectfocus. In addition, we are actively seeking target acquisitions that add accretive value to potential acquisitions andour strategic partnerships.plan. 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 groupThrough our recent joint venture in the area of Exosomeexosome technology, whichwe are small extracellular vesicles that we believe may be used as a vehicle for drug deliveryactively developing strategic relationships for the treatmentdistribution and sale of various diseasesour exosome isolation system and biomarkers for early stage diagnosis.the commercialization of exosome related products and diagnostic services.   Markets   The CompanyWe will focus on the following markets in developing itsour core business:   Platform “Avalon Cell” Regarded as the future of medicine, we believe cell-based therapeutics will replace pharmaceuticals as a more effective and functional modality in disease treatment. Avalon isWe are 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 the selection and evaluation of candidate projects at different stages of their developmental cycle. We particularly focus on projects withthat have strong intellectual property and distinctive innovation, translational, application-driven, as well as being translational, application-driven, and commercialization-ready. Our technology-based platform, “Avalon Cell”, comprises four programs:   · Endothelial cell, namely therapeutics involving the cells that line blood vessels and regulate exchanges between the bloodstream and surrounding tissue. We intend to develop these programs with collaborative sites. We are presently in negotiation with an institution for the development of this project. We have verbal agreements for such collaboration, and are in the process of establishing formal arrangements. There is no guarantee that we will successfully be able to enter an agreement with such institution.; ·● Exosome technology, small extracellular vesicles that have great potential to be used as a vehicle for drug delivery forin the treatment of various diseases and biomarkers for early stage diagnosis. We are in process ofhave commenced developing an agreement for collaborative sites at two locationsWeill Cornell Medical College, MD Anderson Cancer Center and Mayo Clinic in the USAUnited States, as well as Lu Daopei Hospital of Daopei Medical Group and Da An Gene Co, Ltd., in China, focused on exosome-based diagnostics, therapeutics, bio-banking, as well as “Exosomics Big Data”, in the unmet areas of oral cancer, ovary cancer and liver fibrosis). We have verbal agreements for such collaboration, and are in the process of establishing formal arrangements. There is no guarantee that we will successfully be able to enter an agreement with such institutions;fibrosis;   ·● Endothelial cells, namely therapeutics involving the cells that line blood vessels and regulate exchanges between the bloodstream and surrounding tissue. These programs will occur with our collaborative sites at Weill Cornell Medical College Department of Pathology and Ansary Stem Cell Institute, focusing on standardization of endothelial cell banking and therapeutics; ● Regenerative medicine; and   ·● Cell-based immunotherapy (including cells such as NK, DC-CIK, CAR-T…etc)CAR-T). Platform Rehab“Avalon Rehab”   A growing trend in China is in the sector of rehabilitation medicine. With our strong capabilitycapabilities in integrating global technology and resources in physical medicine and rehabilitation, Avalonwe will positionwork towards positioning ourselves to take a leading role in this area through our “Avalon Rehab” platform:platform. Our goal with this platform is to provide a turnkey, full suite of rehab services including PT, OT,physical therapy, occupational therapy, robotic engineering, cybernectics,cybernetics, and clinical nutrition. AvalonWe 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. OurWe expect our initial flagship clinical bases for Avalon Rehab includeinclude: Hebei Yanda Lu Daopei Hospital, Beijing Lu Daopei Hospital, and Beijing Daopei Hematology Hospital, all which we presently have a relationship at this time. We intend to develop collaborative relationships in the USA. We have verbal agreements for such collaboration,with participating strategic partners MD Anderson Cancer Center and are in the process of establishing formal arrangements. There is no guarantee that we will successfully be able to enter an agreement with such institutions. FocusKessler Rehabilitation Institute. The 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.   35 ServicesRevenue   GenExosome Technologies, Inc. Through our majority-owned subsidiary, GenExosome Technologies, Inc., or GenExosome, we market and sell our proprietary exosome isolation systems. Exosomes are small extracellular vesicles that we believe may be used as a vehicle for drug delivery in the treatment of various diseases, and biomarkers for early stage diagnosis and as enhancements to certain cosmetic treatments and procedures. We currently produce our isolation systems in China and the U.S. and sell these systems primarily to research laboratories and universities. Further, we generate revenue by performing development services for hospitals and sales of related products developed to hospitals through GenExosome and Beijing Jieteng (GenExosome) Biotech Co., Ltd., or Beijing GenExosome, GenExosome’s wholly-owned subsidiary. Avalon RT 9 Properties, LLC In May 2017, we acquired commercial property located in Freehold, New Jersey. This property is now our corporate headquarters and contains several commercial tenants that generate revenue through rental income. The revenue generated from the commercial tenants in our Freehold, New Jersey headquarters is facilitated through a management agreement with a company, which is controlled by Wenzhao Lu, our major shareholder and chairman of the Board of Directors, based in the United States. Avalon Shanghai We currently generate revenue by providing medical related consulting services in advanced areas of immunotherapy and second opinion/referral services through Avalon (Shanghai) Healthcare Technology Co., Ltd., or Avalon Shanghai. Our services are targeted at serving our clients and using our insights and deep expertise to produce tangible and significant results. Ourmedical related consulting services include research studies;studies, executive education;education, daily online executive briefings;briefings, tailored expert advisory services;services, and consulting and management services. We typically charge an annual fee. Through our services we attempt to focushave our clients focus 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 provideproblems through counsel, business planning and support. The revenue generated from our related parties in China is managed by our employees residing in China and contactors who are retained as needed. Our contracts with the Ludaopei Hematology Research Institute Co., Ltd, a subsidiary of the Daopei Hospital Group (a related party of ours), expired as of March 31, 2018.On April 1, 2018, Avalon Shanghai entered into an advisory service contract with Beijing Ludaopei Blood Disease Research Institute Co., Ltd.,a subsidiary of the Daopei Hospital Group (a related party of ours). Under the terms of the contract, we will receive advisory service fees in the aggregate amount of $300,000, of which $150,000 will be paid on or before June 30, 2018 and the remaining $150,000 will be paid on or before September 30, 2018. The contract expires on December 31, 2018.Consulting services to be provided byAvalon Shanghaiunder the contract include:   Annual Fee ● scientific research consulting services;   We generally charge a fixed annual fee to be retained for our services which can vary depending on the work required. ● integrate experts, medical institutions and other resources in the United States in support of scientific research;   ● provide technical education and training; and ● assist in publication of academic papers. 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 for cell related diagnostics and therapeutics through acquisition, licensing or joint ventures.ventures with major universities and biotech companies. We will also consider a third avenue of investing in certain technologies.technologies for cell related diagnostics and therapeutics.   Intellectual Property   We have not appliedOur goal is to obtain, maintain and enforce patent rights for or receivedour products, formulations, processes, methods of use and other proprietary technologies, preserve our trade secrets, and operate without infringing on the proprietary rights of other parties, both in the United States and abroad. Our policy is to actively seek to obtain, where appropriate, the broadest intellectual property protection possible for our current product candidates and any future product candidates, proprietary information and proprietary technology through a combination of contractual arrangements and patents, both in the United States and abroad. Even patent protection, in the US or any other country, and, as a result, there is a distinct risk thathowever, may not always afford us with complete protection against competitors who seek to circumvent our patents. If we will not be ablefail to adequately protect or enforce our intellectual property rights or secure rights to patents of others, the value of our intellectual property rights would diminish. To this end, we require all of our employees, consultants, advisors and other contractors to enter into confidentiality agreements that prohibit the disclosure and use of confidential information and, where applicable, require disclosure and assignment to us of the ideas, developments, discoveries and inventions relevant to our technologies and important to our business. Through GenExosome, we have applied for four patents in these countries.China with related trademarks. We are in the process of applying for those same patents and trademarks in the United States and are also in the process of developing additional patents and related intellectual property. 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. Current patent applications in China are as follows. Application of an Exosomal MicroRNA in plasma as biomarker to diagnosis LIVER CANCER Patent application number: CN 2016 1 0675107.5 Clinical application of circulating exosome  carried  miRNA-33b in the diagnosis of liver cancer Patent application number: CN 2016 1 0675110.7 Saliva exosome-based methods and composition for the Diagnosis, Staging and Prognosis of ORAL CANCER Patent application number: CN 2017 1 0330847.X A novel exosome-based therapeutics against  proliferative oral diseases Patent application number: CN 2017 1 0330835.7 Competition GenExosome Technologies, Inc. We currently market for sale our proprietary exosome isolation system. There are other companies that produce exosome isolation systems. However, our internal analysis shows that most exosome isolation systems use a centrifuge process for isolation which takes several hours and results in a low purity. Our isolation system is a membrane system which isolates exosomes in a few minutes with a higher purity than competing systems. We believe that our proprietary isolation system is superior to competing systems and plan to license intellectual property rightscontinue to improve our process to maintain competitive advantages in the USA. and China, in the form of an exclusive license in most instances. In some instances, where we develop the intellectual property, either directly or through a joint venture, it will be owned by us.market.   CompetitionAvalon Shanghai   In our current consulting business in the Peoples Republic of China, or PRC or 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 carehealthcare 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.SU.S. and China,PRC, we will have competition with other direct service providers, emerging technologies and medical communication platforms. AvalonWe will seek to maintain a competitive advantage through intellectual property, superior quality management and cutting edge technology.   36 Rt. 9 Properties, LLC   Our executive commercial building in Freehold, New Jersey is located on a major highway and is one of the largest buildings in the surrounding areas. It is centrally located and maintains high occupancy. There are other commercial properties in the vicinity that offer similar amenities. However, premier executive offices are limited and as such we expect to continue to maintain high occupancy in the near term. Manufacturing GenExosome presently maintains its laboratory, research and manufacturing facilities in leased premises located in Beijing, China and Columbus, Ohio. We manufacture and assemble our exosome isolation systems for sale to research laboratories and universities. The exosome isolation system is comprised of our proprietary reagent with specifically designed membranes. We assemble the isolation system at our premises through commercially available purchased components that we modify in a proprietary manner and assemble in our systems, which are then shipped to our customers. Legal Proceedings   From time to time, we are subject to ordinary 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 South, Freehold, NJ 07798 (the "Property"). All rights under the Purchase Agreement were assigned07728. The office building is owned by us toour subsidiary, Avalon RT9RT 9 Properties, LLC, which is in business of owning and operating an income-producing real property. Our property is well maintained, adequately meets our needs, and is being utilized for its intended purpose. We lease additional office space for operations. Office location is not crucial to our operations, and we anticipate no difficulty in extending these leases or obtaining comparable office space. We are obligated under various lease agreements providing for office space that expire at various dates through 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 paidyear 2019. Total rent expense under these lease agreements was $138,307 and $2,000 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. This property was purchased to serve as our world-wide headquarters for all corporate administrationyears ended December 31, 2017 and the operation of any joint ventures or partnerships. In addition, as our asset, this property will generate rental income through our wholly owned subsidiary, Avalon RT9 Properties, LLC. As new owner of the property, all leases, and related obligations have been assigned to our company.2016, respectively.   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 July 21, 2017,March 31, 2018, we employed four13 employees, threeseven of which served as our executive officers.are full time employees. Three full time employees and one part time employee are in the U.S. and four full time and five part time employees are in China. None of our employees are represented by a collective bargaining arrangement.   Government Regulation   Overview The health carehealthcare industry in Chinathe PRC 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, Chinathe PRC continues to lack a comprehensive system of laws. Further, the laws that do exist in Chinathe PRC 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")or MOFCOM, promulgated the Regulations on Foreign Investors'Investors’ Mergers and Acquisitions of Domestic Enterprises, (“or the M&A Regulations”)Regulations, in an effort to better regulate foreign investment in China.the PRC. 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'sgovernment’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,the PRC, we seek to comply with all ChinesePRC laws, rules and regulations and pronouncements, and endeavor to obtain all necessary approvals from applicable ChinesePRC 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, ("SAFE").or SAFE. Drug Approval Process   The PRC government imposes controls on the convertibility of the Renminbi into foreign currenciesresearch, development, testing, manufacture, labeling, promotion, advertising, distribution and in certain cases, the remittance of currency out of China. We receive a significant portionmarketing, among other things, of our revenuesproduct candidates are extensively regulated by governmental authorities in Renminbi. Under existing PRC foreign exchange regulations, paymentsthe United States and other countries. In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or the FDCA, and its implementing regulations. Failure to comply with the applicable U.S. requirements may subject us to administrative or judicial sanctions, such as the FDA’s refusal to approve a pending new drug application, or NDA, or a pending biologics license application, or BLA, warning letters, product recalls, product seizures, total or partial suspension of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, canproduction or distribution, injunctions and/or criminal prosecution. Pharmaceutical products such as ours may not be made in foreign currenciescommercially marketed without prior approval from the PRC State AdministrationFDA and comparable regulatory agencies in other countries. In the United States, the process to receiving such approval is long, expensive and risky, and includes the following steps: ● pre-clinical laboratory tests, animal studies, and formulation studies; ● submission to the FDA of an IND for human clinical testing, which must become effective before human clinical trials may begin; ● adequate and well-controlled human clinical trials to establish the safety and efficacy of the drug for each indication; ● submission to the FDA of an NDA or BLA; ● satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the drug is produced to assess compliance with cGMP; ● a potential FDA audit of the preclinical and clinical trial sites that generated the data in support of the NDA or BLA; ● the ability to obtain clearance or approval of companion diagnostic tests, if required, on a timely basis, or at all; and ● FDA review and approval of the NDA or BLA. Regulation by U.S. and foreign governmental authorities is a significant factor affecting our ability to commercialize any of Foreign Exchange,our products, as well as the timing of such commercialization and our ongoing research and development activities. The commercialization of drug products requires regulatory approval by governmental agencies prior to commercialization. Various laws and regulations govern or SAFE,influence the research and development, non-clinical and clinical testing, manufacturing, processing, packing, validation, safety, labeling, storage, record keeping, registration, listing, distribution, advertising, sale, marketing and post-marketing commitments of our products. The lengthy process of seeking these approvals, and the subsequent compliance with applicable laws and regulations, require expending substantial resources. The results of pre-clinical testing, which include laboratory evaluation of product chemistry and formulation, animal studies to assess the potential safety and efficacy of the product and its formulations, details concerning the drug manufacturing process and its controls, and a proposed clinical trial protocol and other information must be submitted to the FDA as part of an IND that must be reviewed and become effective before clinical testing can begin. The study protocol and informed consent information for patients in clinical trials must also be submitted to an independent Institutional Review Board, or IRB, for approval covering each institution at which the clinical trial will be conducted. Once a sponsor submits an IND, the sponsor must wait 30 calendar days before initiating any clinical trials. If the FDA has comments or questions within this 30-day period, the issue(s) must be resolved to the satisfaction of the FDA before clinical trials can begin. In addition, the FDA, an IRB or the company may impose a clinical hold on ongoing clinical trials due to safety concerns. If the FDA imposes a clinical hold, clinical trials can only proceed under terms authorized by the FDA. Our pre-clinical and clinical studies must conform to the FDA’s Good Laboratory Practice, or GLP, and Good Clinical Practice, or GCP, requirements, respectively, which are designed to ensure the quality and integrity of submitted data and protect the rights and well-being of study patients. Information for certain clinical trials also must be publicly disclosed within certain time limits on the clinical trial registry and results databank maintained by the NIH. Typically, clinical testing involves a three-phase process; however, the phases may overlap or be combined: ● Phase I clinical trials typically are conducted in a small number of volunteers or patients to assess the early tolerability and safety profile, and the pattern of drug absorption, distribution and metabolism; ● Phase II clinical trials typically are conducted in a limited patient population with a specific disease in order to assess appropriate dosages and dose regimens, expand evidence of the safety profile and evaluate preliminary efficacy; and ● Phase III clinical trials typically are larger scale, multicenter, well-controlled trials conducted on patients with a specific disease to generate enough data to statistically evaluate the efficacy and safety of the product, to establish the overall benefit-risk relationship of the drug and to provide adequate information for the registration of the drug. A therapeutic product candidate being studied in clinical trials may be made available for treatment of individual patients, in certain circumstances. Pursuant to the 21st Century Cures Act (Cures Act), which was signed into law in December 2016. The manufacturer of an investigational product for a serious disease or condition is required to make available, such as by posting on its website, its policy on evaluating and responding to requests for individual patient access to such investigational product. The results of the pre-clinical and clinical testing, chemistry, manufacturing and control information, proposed labeling and other information are then submitted to the FDA in the form of either an NDA or BLA for review and potential approval to begin commercial sales. In responding to an NDA or BLA, the FDA may grant marketing approval, request additional information in a Complete Response Letter, or CRL, or deny the approval if it determines that the NDA or BLA does not provide an adequate basis for approval. A CRL generally contains a statement of specific conditions that must be met in order to secure final approval of an NDA or BLA and may require additional testing. If and when those conditions have been met to the FDA’s satisfaction, the FDA will typically issue an approval letter, which authorizes commercial marketing of the product with specific prescribing information for specific indications, and sometimes with specified post-marketing commitments and/or distribution and use restrictions imposed under a Risk Evaluation and Mitigation Strategy program. Any approval required from the FDA might not be obtained on a timely basis, if at all.  Among the conditions for an NDA or BLA approval is the requirement that the manufacturing operations conform on an ongoing basis with cGMP. In complying with cGMP, we must expend time, money and effort in the areas of training, production and quality control within our own organization and at our contract manufacturing facilities. A successful inspection of the manufacturing facility by the FDA is usually a prerequisite for final approval of a pharmaceutical product. Following approval of the NDA or BLA, we and our manufacturers will remain subject to periodic inspections by the FDA to assess compliance with cGMP requirements and the conditions of approval. We will also face similar inspections coordinated by foreign regulatory authorities. Disclosure of Clinical Trial Information Sponsors of certain procedural requirements. Therefore, our PRC subsidiaryclinical trials of FDA-regulated products are required to register and disclose certain clinical trial information. Information related to the product, patient population, phase of investigation, trial sites and investigators, and other aspects of the clinical trial are then made public as part of the registration. Sponsors are also obligated to disclose the results of their clinical trials after completion. Disclosure of the results of these trials can be delayed in certain circumstances for up to two years after the date of completion of the trial. Competitors may use this publicly available information to gain knowledge regarding the progress of development programs. Expedited Development and Review Programs The FDA has a Fast Track program that is ableintended to pay dividendsexpedite or facilitate the process for reviewing new drugs and biological products that meet certain criteria. Specifically, new drugs and biological products are eligible for Fast Track designation if they are intended to treat a serious or life-threatening condition and demonstrate the potential to address unmet medical needs for the condition. Fast Track designation applies to the combination of the product and the specific indication for which it is being studied. The sponsor of a new drug or biologic may request the FDA to designate the drug or biologic as a Fast Track product at any time during the clinical development of the product. Unique to a Fast Track product, the FDA may consider for review sections of the marketing application on a rolling basis before the complete application is submitted, if the sponsor provides a schedule for the submission of the sections of the application, the FDA agrees to accept sections of the application and determines that the schedule is acceptable, and the sponsor pays any required user fees upon submission of the first section of the application. Any product submitted to the FDA for marketing, including under a Fast Track program, may be eligible for other types of FDA programs intended to expedite development and review, such as priority review and accelerated approval. Under the Breakthrough Therapy program, products intended to treat a serious or life-threatening disease or condition may be eligible for the benefits of the Fast Track program when preliminary clinical evidence demonstrates that such product may have substantial improvement on one or more clinically significant endpoints over existing therapies. Additionally, FDA will seek to ensure the sponsor of a breakthrough therapy product receives timely advice and interactive communications to help the sponsor design and conduct a development program as efficiently as possible. Any product is eligible for priority review if it has the potential to provide safe and effective therapy where no satisfactory alternative therapy exists or a significant improvement in foreign currenciesthe treatment, diagnosis or prevention of a disease compared to us withoutmarketed products. The FDA will attempt to direct additional resources to the evaluation of an application for a new drug or biological product designated for priority review in an effort to facilitate the review. Additionally, a product may be eligible for accelerated approval. Drug or biological products studied for their safety and effectiveness in treating serious or life-threatening illnesses and that provide meaningful therapeutic benefit over existing treatments may receive accelerated approval, which means that they may be approved on the basis of adequate and well-controlled clinical studies establishing that the product has an effect on a surrogate endpoint that is reasonably likely to predict a clinical benefit, or on the basis of an effect on a clinical endpoint other than survival or irreversible morbidity. As a condition of approval, the FDA may require that a sponsor of a drug or biological product receiving accelerated approval perform adequate and well-controlled post-marketing clinical studies. In addition, the FDA currently requires as a condition for accelerated approval the pre-approval of promotional materials, which could adversely impact the timing of the commercial launch of the product. Fast Track designation, Breakthrough Therapy designation, priority review and accelerated approval do not change the standards for approval but may expedite the development or approval process. Regenerative Medicine Advanced Therapies (RMAT) Designation The FDA has established a Regenerative Medicine Advanced Therapy, or RMAT, designation as part of its implementation of the 21st Century Cures Act, or Cures Act. The RMAT designation program is intended to fulfill the Cures Act requirement that the FDA facilitate an efficient development program for, and expedite review of, any drug that meets the following criteria: (1) it qualifies as a RMAT, which is defined as a cell therapy, therapeutic tissue engineering product, human cell and tissue product, or any combination product using such therapies or products, with limited exceptions; (2) it is intended to treat, modify, reverse, or cure a serious or life-threatening disease or condition; and (3) preliminary clinical evidence indicates that the drug has the potential to address unmet medical needs for such a disease or condition. Like breakthrough therapy designation, RMAT designation provides potential benefits that include more frequent meetings with FDA to discuss the development plan for the product candidate, and eligibility for rolling review and priority review. Products granted RMAT designation may also be eligible for accelerated approval on the basis of a surrogate or intermediate endpoint reasonably likely to predict long-term clinical benefit, or reliance upon data obtained from a meaningful number of sites, including through expansion to additional sites. RMAT-designated products that receive accelerated approval may, as appropriate, fulfill their post-approval requirements through the submission of clinical evidence, clinical studies, patient registries, or other sources of real world evidence (such as electronic health records); through the collection of larger confirmatory data sets; or via post-approval monitoring of all patients treated with such therapy prior to approval from SAFEof the therapy.  Post-Approval Requirements Oftentimes, even after a drug has been approved by complyingthe FDA for sale, the FDA may require that certain post-approval requirements be satisfied, including the conduct of additional clinical studies. If such post-approval requirements are not satisfied, the FDA may withdraw its approval of the drug. In addition, holders of an approved NDA or BLA are required to report certain adverse reactions to the FDA, comply with certain procedural requirements. But approvalrequirements concerning advertising and promotional labeling for their products, and continue to have quality control and manufacturing procedures conform to cGMP after approval. The FDA periodically inspects the sponsor’s records related to safety reporting and/or manufacturing facilities; this latter effort includes assessment of compliance with cGMP. Accordingly, manufacturers must continue to expend time, money, and effort in the area of production and quality control to maintain cGMP compliance. Pricing, Coverage and Reimbursement Sales of pharmaceutical products depend, in part, on the extent to which the costs of products are covered and paid for by third-party payors, such as government health programs, commercial insurance, and managed healthcare organizations. Third-party payors may limit coverage to specific products on an approved list or formulary, which might not include all of the FDA-approved products for a particular indication. Also, third-party payors may refuse to include a particular branded drug on their formularies or otherwise restrict patient access to a branded drug when a less costly generic equivalent or another alternative is available. Third-party payors are increasingly challenging the prices charged for medical products and services. Additionally, the containment of healthcare costs has become a priority of federal and state governments, and the prices of drugs have been a focus in this effort. The U.S. government, state legislatures and foreign governments have shown significant interest in implementing cost-containment programs, including price controls, restrictions on reimbursement and requirements for substitution of generic products. The current U.S. administration has indicated support for possible new measures to regulate drug pricing. For example, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act of 2010, collectively referred to as the ACA, enacted in March 2010, has had a significant impact on the health care industry by, for example, expanding coverage for the uninsured and seeking to contain overall healthcare costs. With regard to pharmaceutical products, among other things, the ACA contains provisions that may reduce the profitability of drug products such as expanding and increasing industry rebates for drugs covered under Medicaid programs and making changes to the coverage requirements under the Medicare Part D program. Recently, the current U.S. administration and U.S. Congress have expressed a desire to modify, repeal, or otherwise invalidate all, or certain provisions of, the ACA, which has contributed to the uncertainty of the ongoing implementation and impact of the ACA and also underscores the potential for additional health care reform going forward. For example, the newly enacted federal income tax law includes a provision repealing, effective January 1, 2019, the tax-based shared responsibility payment imposed by the ACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly referred to as the “individual mandate.” Congress may consider other legislation that would alter other aspects of the ACA. There is still uncertainty with respect to the impact the current U.S. administration and the U.S. Congress may have, if any, and any changes will likely take time to unfold. Further other legislative changes have been proposed and adopted since the ACA was enacted. For example, in August 2011, President Obama signed into law the Budget Control Act of 2011, which, among other things, created the Joint Select Committee on Deficit Reduction to recommend to Congress proposals in spending reductions. The Joint Select Committee on Deficit Reduction did not achieve a targeted deficit reduction of at least $1.2 trillion for fiscal years 2012 through 2021, triggering the legislation’s automatic reduction to several government programs. This includes aggregate reductions to Medicare payments to providers of up to 2% per fiscal year, which went into effect beginning on April 1, 2013 and will stay in effect through 2027 unless additional Congressional action is taken. In addition, on February 9, 2018, Congress passed the Bipartisan Budget Act that made a number of healthcare reforms. For example, the law changes the discounts manufacturers are required to apply to their drugs under the Coverage Gap Discount Program from 50% to 70% of the negotiated price starting in 2019. In addition, the law increases civil and criminal penalties for fraud and abuse laws, including, for example, criminal fines for violations of the Anti-Kickback Statute increase from $25,000 to $100,000 and corresponding prison sentences also increase from no more than five years to no more than ten years. There has also been heightened governmental scrutiny recently over the manner in which drug manufacturers set prices for their marketed products, which have resulted in several Congressional inquiries and proposed bills designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drug products. Individual states in the United States have also become increasingly aggressive in passing legislation and implementing regulations designed to control pharmaceutical and biological product pricing, including price or registrationpatient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures. For example, in September 2017, the California State Assembly approved SB17 which requires pharmaceutical companies to notify health insurers and government health plans at least 60 days before any scheduled increases in the prices of their products if they exceed 16% over a two-year period, and further requiring pharmaceutical companies to explain the reasons for such increase. In addition, in some non-U.S. jurisdictions, the proposed pricing for a product candidate must be approved before it may be lawfully marketed. The requirements governing drug pricing vary widely from country to country. For example, the EU provides options for its member states to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our product candidates. Historically, product candidates launched in the EU do not follow price structures of the U.S. and generally tend to have price structures that are significantly lower. Other Healthcare Fraud and Abuse Laws In the U.S., our activities are potentially subject to regulation by various federal, state and local authorities in addition to the FDA, including but not limited to, the Centers for Medicare and Medicaid Services, or CMS, other divisions of the U.S. Department of Health and Human Services (such as the Office of Inspector General and the Health Resources and Service Administration), the U.S. Department of Justice, or the DOJ, and individual U.S. Attorney offices within the DOJ, and state and local governments. For example, sales, marketing and scientific/educational grant programs may have to comply with appropriate government authorities is required where Renminbithe anti-fraud and abuse provisions of the Social Security Act, the false claims laws, the privacy and security provisions of the Health Insurance Portability and Accountability Act, or HIPAA, and similar state laws, each as amended, as applicable. The federal Anti-Kickback Statute prohibits, among other things, any person or entity from knowingly and willfully offering, paying, soliciting or receiving any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or in return for purchasing, leasing, ordering or arranging for the purchase, lease or order of any item or service reimbursable, in whole or in part, under Medicare, Medicaid or other federal healthcare programs. The term remuneration has been interpreted broadly to include anything of value. The Anti-Kickback Statute has been interpreted to apply to arrangements between therapeutic product manufacturers on one hand and prescribers, purchasers, and formulary managers on the other. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution. The exceptions and safe harbors are drawn narrowly and practices that involve remuneration that may be alleged to be converted into foreign currencyintended to induce prescribing, purchasing or recommending may be subject to scrutiny if they do not qualify for an exception or safe harbor. Failure to meet all of the requirements of a particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based on a cumulative review of all of its facts and remitted outcircumstances. Additionally, the intent standard under the Anti-Kickback Statute was amended by the ACA to a stricter standard such that a person or entity no longer needs to have actual knowledge of Chinathe statute or specific intent to pay capital expensesviolate it in order to have committed a violation. In addition, the ACA codified case law that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act, or FCA. The federal false claims and civil monetary penalty laws, including the FCA, which imposes significant penalties and can be enforced by private citizens through civil qui tam actions, prohibit any person or entity from, among other things, knowingly presenting, or causing to be presented, a false or fraudulent claim for payment to, or approval by, the federal healthcare programs, including Medicare and Medicaid, or knowingly making, using, or causing to be made or used a false record or statement material to a false or fraudulent claim to the federal government. A claim includes “any request or demand” for money or property presented to the U.S. government. For instance, historically, pharmaceutical and other healthcare companies have been prosecuted under these laws for allegedly providing free product to customers with the expectation that the customers would bill federal programs for the product. Other companies have been prosecuted for causing false claims to be submitted because of the companies’ marketing of the product for unapproved, off-label, and thus generally non-reimbursable, uses. HIPAA created additional federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud or to obtain, by means of false or fraudulent pretenses, representations or promises, any money or property owned by, or under the control or custody of, any healthcare benefit program, including private third-party payors, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up by trick, scheme or device, a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Like the Anti-Kickback Statute, the ACA amended the intent standard for certain healthcare fraud statutes under HIPAA such asthat a person or entity no longer needs to have actual knowledge of the repaymentstatute or specific intent to violate it in order to have committed a violation. Many states have similar, and typically more prohibitive, fraud and abuse statutes or regulations that apply to items and services reimbursed under Medicaid and other state programs, or, in several states, apply regardless of loans denominated in foreign currencies. The PRC governmentthe payor. Additionally, to the extent that our product candidates may also at its discretion restrict access in the future tobe sold in a foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands,country, we may be subject to similar foreign laws. We may be subject to data privacy and security regulations by both the federal government and the states in which we conduct our business. HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and its implementing regulations, imposes requirements relating to the privacy, security and transmission of individually identifiable health information. Among other things, HITECH makes HIPAA’s privacy and security standards directly applicable to business associates, independent contractors, or agents of covered entities that receive or obtain protected health information in connection with providing a service on behalf of a covered entity. HITECH also created four new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce HIPAA and seek attorneys’ fees and costs associated with pursuing federal civil actions. In addition, many state laws govern the privacy and security of health information in specified circumstances, many of which differ from each other in significant ways, are often not pre-empted by HIPAA, and may have a more prohibitive effect than HIPAA, thus complicating compliance efforts. We expect our product, after approval, may be ableeligible for coverage under Medicare, the federal health care program that provides health care benefits to pay dividendsthe aged and disabled, and covers outpatient services and supplies, including certain pharmaceutical products, that are medically necessary to treat a beneficiary’s health condition. In addition, the product may be covered and reimbursed under other government programs, such as Medicaid and the 340B Drug Pricing Program. The Medicaid Drug Rebate Program requires pharmaceutical manufacturers to enter into and have in foreign currencieseffect a national rebate agreement with the Secretary of the Department of Health and Human Services as a condition for states to our shareholders. Further, investors locatedreceive federal matching funds for the manufacturer’s outpatient drugs furnished to Medicaid patients. Under the 340B Drug Pricing Program, the manufacturer must extend discounts to entities that participate in China, may not be ablethe program. As part of the requirements to participate in this offeringcertain government programs, many pharmaceutical manufacturers must calculate and report certain price reporting metrics to the government, such as average manufacturer price, or AMP, and best price. Penalties may apply in some cases when such metrics are not submitted accurately and timely. Additionally, the event China restricts the conversion of Renminbi into foreign currenciesfederal Physician Payments Sunshine Act, or the remittanceSunshine Act, within the ACA, and its implementing regulations, require that certain manufacturers of drugs, devices, biological and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) report annually to CMS information related to certain payments or other transfers of value made or distributed to physicians and teaching hospitals, or to entities or individuals at the request of, or designated on behalf of, the physicians and teaching hospitals and to report annually certain ownership and investment outinterests held by physicians and their immediate family members. Failure to report accurately could result in penalties. In addition, many states also govern the reporting of Chinapayments or other transfers of value, many of which differ from each other in significant ways, are often not pre-empted, and may have a more prohibitive effect than the Sunshine Act, thus further complicating compliance efforts.   The principal regulationNew Legislation and Regulations From time to time, legislation is drafted, introduced and passed in Congress that could significantly change the statutory provisions governing foreign currency exchange in China is the Foreign Currency Administration Rules (1996), as amended (2008). Under these Rules, RMB is freely convertible for current account items, such as tradetesting, approval, manufacturing and service-related foreign exchange transactions, but not for capital account items, such as direct investment, loan or investment in securities outside China unlessmarketing of products regulated by the prior approval of, and/or registration with, the State Administration of Foreign Exchange of the People’s Republic of China, or SAFE, or its local counterparts (as the case may be) is obtained. Pursuant to the Foreign Currency Administration Rules, foreign invested enterprises, or FIEs, in China may purchase foreign currency without the approval of SAFE for trade and service-related foreign exchange transactions by providing commercial documents evidencing these transactions. They may also retain foreign exchange (subject to a cap approved by SAFE) to satisfy foreign exchange liabilities or to pay dividends.FDA. In addition to new legislation, FDA regulations and policies are often revised or interpreted by the agency in ways that may significantly affect our business and our products. It is impossible to predict whether further legislative changes will be enacted or whether FDA regulations, guidance, policies or interpretations will be changed or what the effect of such changes, if a foreign company acquires a subsidiary in China, the acquired company will also become an FIE. However, the relevant PRC government authoritiesany, may limit or eliminate the ability of FIEs to purchase and retain foreign currencies in the future. In addition, foreign exchange transactions for direct investment, loan and investment in securities outside China are still subject to limitations and require approvals from, and/or registration with, SAFE. be. 37   Company History   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”),or AHS, each of which are accredited investors, (“or the AHS Shareholders”)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”).or the AHS Acquisition. Considering that, following the acquisition, the AHS Shareholders control 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. Further, 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. 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 this reverse acquisition transaction. AHS is the surviving and continuing entitiesentity and the historical financials following the reverse acquisition transaction will be those of AHS. We were a "shell company"“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. (“, or Avalon Shanghai”),Shanghai, which is a wholly foreign-owned enterprise organized under the laws of China.the PRC. Avalon Shanghai was incorporated on April 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 Companywe filed a Certificate of Amendment of Certificate of Incorporation, (the “Certificate”)or the Certificate, with the State of Delaware to (i) effect a reverse stock split of itsour outstanding and authorized shares of common stock at a ratio of 1 for 4, (the “Reverseor the Reverse Stock Split”)Split, and (ii) effectuate a name change, ("or the Name Change").Change. Fractional shares that resulted from the Reverse Stock Split will bewere rounded up to the next highest number. As a result of the Name Change, the Company'sour name changed from "Global“Global Technologies Corp."” to "Avalon“Avalon GloboCare Corp.".” The Certificate was approved by the majority of the Company'sour shareholders and by theour Board of Directors of the Company.Directors. The effective date of the Reverse Stock Split and the Name Change was October 18, 2016.   In connectionOn December 22, 2016, we entered into an Agreement of Sale, or the Purchase Agreement, with Freehold Craig Road Partnership, a New Jersey partnership, to purchase certain real property located in the above,Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9 South, Freehold, NJ 07728. All rights under the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Reverse Stock Split and the Name ChangePurchase Agreement were implementedassigned by FINRA on October 18, 2016. Our symbolus to Avalon RT 9 Properties, LLC, our wholly-owned subsidiary, or Avalon RT 9. Avalon RT 9 closed on the OTCQBpurchase of the property on May 5, 2017. The purchase price including adjustments paid by us for the property was GTHCD$7.65 million in cash. The seller also assigned all lease agreements for 20 business days from October 18, 2016 (the “Notification Period”). Followingall tenants on the Notification Period, our symbol was changedproperty to “AVCO”. Our new CUSIP number is 05344R 104. 38 MARKET FOR OUR COMMON STOCK AND OTHER RELATED STOCKHOLDER MATTERSAvalon RT 9.   Market InformationIn July 2017, we formed GenExosome Technologies Inc., a Nevada corporation, or GenExosome. On September 29, 2017, Dr. David K. Jin was appointed as the sole director and as the Chief Executive Officer, Chief Medical Officer and President, Meng Li was appointed as Chief Operating Officer and Secretary and Luisa Ingargiola was appointed as Chief Financial Officer. On October 25, 2017, we and GenExosome entered into a Securities Purchase Agreement pursuant to which we acquired 600 shares of GenExosome in consideration of $1,326,087 in cash and 500,000 shares of our common stock.   The Company’s common stock is traded on OTC Markets onOn October 25, 2017, GenExosome entered into and closed an Asset Purchase Agreement with Yu Zhou, MD, PhD, pursuant to which we acquired all assets, including all intellectual property, held by Dr. Zhou pertaining to the OTCQB underbusiness of researching, developing and commercializing exosome technologies including, but not limited to, patent application number CN 2016 1 0675107.5 (application of an Exosomal MicroRNA in plasma as biomarker to diagnosis liver cancer), patent application number CN 2016 1 0675110.7 (clinical application of circulating exosome carried miRNA-33b in the stock symbol “AVCO”. Prior to October 18, 2016, the stock symbol was GTHC. The following table sets forth the highdiagnosis of liver cancer), patent application number CN 2017 1 0330847.X (saliva exosome based methods and low bid prices of its Common Stock, as reported by the OTCQBcomposition for the last fiscal year commencing February 22, 2016 (the werediagnosis, staging and prognosis of oral cancer) and patent application number CN 2017 1 0330835.7 (a novel exosome-based therapeutics against proliferative oral diseases). In consideration of the assets, GenExosome agreed to pay Dr. Zhou $876,087 in cash 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.     Year Ended December 31, 2016       High     Low   First Quarter   $ 0.16     $ 0.16   Second Quarter   $ 0.16     $ 0.04   Third Quarter   $ 0.04     $ 0.04   Fourth Quarter   $ 3.00     $ 0.04       Year Ended December 31, 2017       High     Low   First Quarter   $ 5.00     $ 1.00   Second Quarter   $ 1.49     $ 0.51   As of July 21,later than November 24, 2017, there were approximately 65 holders of recordtransfer 500,000 shares of our common stock to Dr. Zhou no later than November 24, 2017 and 64,628,622issue Dr. Zhou 400 shares outstanding. Dividends Weof common stock of GenExosome no later than November 24, 2017. The above transactions 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. Assince been completed and 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 Saleshold 60% of Unregistered SecuritiesGenExosome and Dr. Zhou holds 40% of GenExosome.    On October 19, 2016, we25, 2017, GenExosome entered into and closed a Share ExchangeStock Purchase Agreement with the shareholders of Avalon Healthcare System, Inc.Beijing Jieteng (GenExosome) Biotech Co. Ltd., a Delaware corporation (“AHS”), eachincorporated in the People’s Republic of which are accredited investors (“AHS Shareholders”)China, or Beijing GenExosome, and Dr. Zhou, the sole shareholder of Beijing GenExosome, pursuant to which weGenExosome acquired 100%all of the issued and outstanding securities of AHSBeijing GenExosome in exchange for 50,000,000 sharesconsideration of our common stock (the “AHS Acquisition”). Further, on September 14, 2016, AHS entered into a stock purchase agreement (the "September Agreement") to acquire 1,500,000 sharescash payment in the amount of restricted common stock (the “Control Shares”)$450,000, which shall be paid upon Beijing GenExosome recording the change in ownership with the Ministry of our company, for a purchase price of $230,000. Upon purchaseCommerce of the Control Shares, AHS beneficially owned sharesPeople’s Republic of common stock representing controlChina in accordance with the Interim Measures for Record Management regarding the Establishment and Change of our company. AHS subsequently assignedForeign-invested Enterprises (revised), which we expect to be completed in 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.second quarter of 2018.   On October 19, 2016, we issued 1,056,122 shares25, 2017, GenExosome increased its size of common stockits board of directors from one to a third party for legal services rendered.four and appointed Wenzhao “Daniel” Lu, Meng Li and Dr. Zhou to the board of directors. In addition, Dr. Zhou was appointed as Co-Chief Executive Officer of GenExosome.   On October 19, 2016, pursuant to a consulting service agreement, the Company issued 1,552,500 shares of its common stock to a third party for consulting services rendered in the areas of capital markets advisory. We entered into25, 2017, Dr. Zhou and closed Subscription Agreements with several accredited investors (the "December 2016 Accredited Investors") pursuant to which the December 2016 Accredited Investors purchased an aggregate of 7,270,000 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 CompanyGenExosome entered into an Executive Retention Agreement effective February 9, 2017 pursuant to which Ms. IngariolaDr. Zhou agreed to serve as Chief Financial Officer. As partial compensation,Co-Chief Executive Officer in consideration of an annual salary of $160,000. Dr. Zhou and GenExosome also entered into an Invention Assignment, Confidentiality, Non-Compete and Non-Solicit Agreement. Beijing GenExosome is engaged in the Company granted Ms. Ingariola a Stock Optiondevelopment of exosome technology to acquire 2,000,000 sharesimprove diagnosis and management of common stock at an exercise pricediseases. Exosomes are tiny, subcellular, membrane-bound vesicles in diameter of $0.50 per share30-150 nm that are released by almost all cell types and that can carry membrane and cellular proteins, as well as genetic materials that are representative of the cell of origin. Profiling various bio-molecules in exosomes may serve as useful biomarkers for a periodwide variety of ten years. The Stock Options vestdiseases. Beijing GenExosome’s research kits are designed to be used by researchers for biomarker discovery and clinical diagnostic development, and the advancement of targeted therapies. Currently, research kits and service are available to isolate exosomes or extract exosomal RNA/protein from serum/plasma, urine and saliva samples. Beijing GenExosome is seeking to decode proteomic and genomic alterations underlying a wide-range of pathologies, thus allowing for the introduction of novel non-invasive “liquid biopsies”. Its mission is focused toward diagnostic advancements in 36 equal tranches commencing on the grant date.fields of oncology, infectious diseases and fibrotic diseases, and discovery of disease-specific exosomes to provide disease origin insight necessary to enable personalized clinical management. There is no guarantee that Beijing GenExosome will be able to successfully achieve its stated mission.   39 74    DOING Biomedical Technology Co., Ltd. (“DOING”) and Avalon discussed DOING potentially investing in Avalon. However, prior to such investment DOING needed to obtain the required approvals from the government, which is a timely and costly process. In lieu of acquiring shares directly from Avalon, DOING agreed to fund the purchase of shares of common stock of Avalon on behalf of an accredited investor (the "March 2017 Accredited Investor"), which is permitted under Chinese law.MANAGEMENT   Accordingly,. we entered intoDirectors and closed a Subscription Agreement with 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.Executive Officers   Avalon Shanghai, DOING,Below are the March 2017 Accredited Investornames of and certain information regarding 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 Investorexecutive officers 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”). The BCC is responsible for guiding foreign investment, trade and technology transfer in China. DOING is required to obtain an Enterprise Overseas Investment Certificate (the “Investment Certificate”) from BCC in order to acquire the March 2017 Shares. 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”). Asdirectors 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. In the event we are required to repay the BCC Repayment Obligation, our operations will be negatively impacted. 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 Securities 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 public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not 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. 40 MANAGEMENT Executive Officers and Directorsthis prospectus:   Name   Age   Position Wenzhao Lu   5758   Chairman of the Board of Directors of the Company and AHS David Jin, MD, PhD   4849   Chief Executive Officer, President and Director of the Company and AHS Meng Li   3839   Chief Operating Officer, Secretary and Director of the Company and AHS and the sole executive officer and director of Avalon Shanghai Luisa Ingargiola   4950   Chief Financial Officer Steven P. Sukel   54   Director           Yancen Lu Wilbert J. Tauzin II   42 74   Director Director   BackgroundOfficers are elected annually by the Board of Executive OfficersDirectors (subject to the terms of any employment agreement), at our annual meeting, to hold such office until an officer’s successor has been duly appointed and Directorsqualified, unless an officer sooner dies, resigns or is removed by the Board. The principal occupation and business experience during at least the past five years for our executive officers and directors is as follows:   Wenzhao Lu, Chairman of the Board of Directors of the Company and AHS   Mr. Wenzhao Lu is our Chairman of the Board of the Company and AHS.Board. He is a seasoned healthcare entrepreneur with extensive operationoperational knowledge and experience in China. He has been serving as Chairman of the Board for the DaoPeiDaopei Medical Group, (“DPMG”)or 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:(NYSE American: BTX) in 2009. Mr. Lu is qualified to serve as a director because of his extensive operational knowledge of, and executive level management experience in, the healthcare industry.   David Jin, Chief Executive Officer, President and Director of the Company and AHS   Dr. David Jin, MD, PhD, a director andis our Chief Executive Officer, President and a member of the Company and AHS.Board of Directors. From 2009 to 2016,2017, Dr. Jin has served as the Chief Medical Officer of BioTime, Inc. (NYSE MKT:American: 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.New York. 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 asby Leading Physicians of the World in 2015. Dr. Jin is qualified to serve as a director because of his role with us, and his extensive operational knowledge of, and executive level management experience in, the healthcare industry.   41 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 our 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,communications, 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 ZenithmediaZenith Media (a Publicis Group company) from 2000-20062000 to 2006 as Senior Manager. Ms. Li received a Bachelor of Arts in International Economic Law from University of Dalian Maritime University in China. Ms. Li is qualified to serve as a director because of her role with us, and her extensive executive level management experience.    Luisa Ingargiola, Chief Financial Officer   Luisa Ingargiola is our Chief Financial Officer. Ms. Ingargiola graduated in 1989 from Boston University with a Bachelor DegreeBachelor’s 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) andof FTE Networks, Inc. (OTC:(NYSE American: FTNW) and Electra Meccanica (OTCQB:ECCTF) and serves as a directorandDirector of The JBF Foundation Worldwide, a 501c3501(c)(3) non-profit. Officers are elected annually by the Board of Directors (subject to the terms of any employment agreement), at its annual 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 member of the Board of Directors. Mr. Sukel is a licensed as an attorney in New Jersey whowhom 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 establishing 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 Past Chair of the New Jersey Bar Association Taxation Section and served two terms on the New Jersey Supreme Court Committee on the Tax Court. Mr. Sukel received his BABachelor of Arts from the University of Scranton and J.DJuris Doctor degree from Quinnipiac University School of Law. Mr. Sukel is qualified to serve as a director because of his extensive investment, operational and management experience in the real estate industry.   Yancen Lu, Director   Yancen Lu is a member of the Board of Directors. Mr. Lu has more than 19 years of experience in investment banking and equity investment management. He is Managing Director of FountainVest Partners. BesidesIn addition to his professionalism in securities, investment and capital management, MrMr. Lu has a special focus and comprehensive understanding of the global medical and healthcare industry, heindustry. 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 ofin Engineering Economics from Tianjin University. Mr. Lu is qualified to serve as a director because of his extensive operational knowledge of, and executive level management experience in, the healthcare industry.   Wilbert J. Tauzin II, Director Wilbert J. Tauzin II is a member of the Board of Directors. From December 2010 until March 1, 2014, Congressman Tauzin served as Special Legislative Counsel to Alston & Bird LLP. From December 2004 to June 2010, Congressman Tauzin was President and Chief Executive Officer of the Pharmaceutical Research and Manufacturers of America, a trade group that serves as one of the pharmaceutical industry’s top lobbying groups. He served 13 terms in the U.S. House of Representatives, representing Louisiana’s 3rd Congressional District since being first sworn in in 1980. From January 2001 through February 2004, Congressman Tauzin served as Chairman of the House Committee on Energy and Commerce. He also served as a senior member of the House Resources Committee and Deputy Majority Whip. Prior to serving as a member of Congress, Congressman Tauzin was a member of the Louisiana State Legislature, where he served as Chairman of the House Natural Resources Committee and Chief Administration Floor Leader. He currently serves as a director of Entergy Corporation and LHC Group, Inc., publicly-traded companies, and Lenitiv Scientific, LLC and Resilient Network Systems, LLC, both privately-held companies. Congressman Tauzin received a Bachelor of Arts Degree from Nicholls State University and a Juris Doctor degree from Louisiana State University. Congressman Tauzin is qualified to serve as a director because of his extensive knowledge of the pharmaceutical industry and his experience as a director of several publicly-traded and privately-held companies. Board Composition Our business and affairs are organized under the direction of our board of directors, which currently consists of 6 members. The primary responsibility of our board of directors is to provide oversight, strategic guidance, counseling, and direction to our management team. Our board of directors meets on a regular basis and additionally as required. A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to the action. Director Independence We are not currently subject to listing requirements of any national securities exchange that has requirements that a majority of the board of directors be “independent”. However, our board of directors has determined that Steven Sukel and Yancen Lu qualify as “independent” in accordance with listing requirements of The Nasdaq Stock Market, or Nasdaq. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our board of directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. Family Relationships There are no family relationships among our directors or executive officers. Board Leadership Structure and Role in Risk Oversight   Our Board of Directors, (“Board”)or the Board, is primarily responsible for overseeing our risk 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.   42 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:   1.● any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;   2.● any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);   3.● being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;   4.● being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;   5.● being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or   6.● being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.   Board Committees Audit Committee The members of our audit committee are           ,               and           , with                serving as the chair. Our board of directors has determined that each of the members of our audit committee satisfies Nasdaq and SEC independence requirements and that qualifies as an audit committee financial expert within the meaning of SEC regulations. In making this determination, our board has considered the formal education and nature and scope of his previous experience. Among other matters, the audit committee is responsible for: ● appointing our independent registered public accounting firm; ● evaluating our independent registered public accounting firm’s qualifications, independence and performance; ● determining the engagement of our independent registered public accounting firm; ● reviewing and approving the scope of the annual audit and the audit fee; ● discussing with management and our independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements; ● approving the retention of our independent registered public accounting firm to perform any proposed permissible non-audit services; ● monitoring the rotation of partners of our independent registered public accounting firm on our engagement team as required by law; ● reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC; ● reviewing our critical accounting policies and estimates; and ● annually reviewing the audit committee charter and the committee’s performance. The audit committee operates pursuant to a charter adopted by our board of directors that satisfies the applicable standards of the SEC and Nasdaq. Compensation Committee In                      , 2018, we established a compensation committee. Prior to such time, the full Board of Directors determined compensation of directors and officers. The members of our compensation committee are           ,          and           , with           serving as the chair. Our board of directors has determined that each of the members of our compensation committee satisfies Nasdaq and SEC independence requirements. The compensation committee operates under a written charter that satisfies the applicable standards of Nasdaq. The compensation committee’s responsibilities include: ● annually reviewing and making recommendations to the board of directors with respect to corporate goals and objectives relevant to the compensation of our chief executive officer; ● evaluating the performance of our chief executive officer in light of such corporate goals and objectives and making recommendations to the board of directors with respect to the compensation of our chief executive officer; ● reviewing and approving the compensation of our other executive officers; ● reviewing and establishing our overall management compensation, philosophy and policy; ● overseeing and administering our compensation and similar plans; ● reviewing and approving our policies and procedures for the grant of equity-based awards; ● reviewing and making recommendations to the board of directors with respect to director compensation; ● reviewing and discussing with management the compensation discussion and analysis that may be required from time to time to be included in our annual proxy statement or Annual Report on Form 10-K; and ● reviewing and discussing with the board of directors corporate succession plans for the chief executive officer and other key officers. Nominating and Corporate Governance Committee In           , 2018, we established a nominating and corporate governance committee. Prior to such time, the full Board of Directors determined candidates for directorships and the size and composition of our board of directors as well as governance matters.         The nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of our board of directors. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our board of directors concerning governance matters. The nominating and corporate governance committee operates under a written charter adopted by the board of directors. The members of the nominating and corporate governance committee are           ,           , and          , with           serving as the chair. Our board of directors has determined that each member of the committee satisfies Nasdaq and SEC independence requirements. The nominating and corporate governance committee’s responsibilities include, among other things: ● developing and recommending to the board of directors criteria for board and committee membership; ● establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders; ● reviewing the size and composition of the board of directors to ensure that it is composed of members with the appropriate skills and expertise to advise us; ● identifying individuals qualified to become members of the board of directors; ● recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees; ● developing and recommending to the board of directors a code of business conduct and ethics and a set of corporate governance guidelines; ● developing a mechanism by which violations of the code of business conduct and ethics can be reported in a confidential manner; and ● overseeing the evaluation of the board of directors and management. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our board of directors or compensation committee. Code of Ethics   We have a code of ethics that applies to all of our employees, including itsour principal executive officer, principal financial officer and principal accounting officer, and the Board. A copy of this code is available in our employee handbook and under the Employee Handbook. We“About Us – Code of Conduct” section of our website at www.avalon-globocare.com. In addition, we intend to disclosepost on our website all disclosures that are required by law or the listing standards of The Nasdaq Capital Market concerning any changes inamendments to, or waivers from, its codeany provision of ethics by posting such information on its website or by filing a Form 8-K. Nominating Committee We have not adopted any procedures by which security holders may recommend nomineesthe code. The reference to our Boardwebsite address does not constitute incorporation by reference of Directors. Audit Committee The Boardthe information contained at or available through our website, and you should not consider it to be a part of Directors acts as the Audit Committee and the Board has no separate committees. We have no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.prospectus.   Indemnification 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 former 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 or her as a result of him or her 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 discretion of our board of directors and is subject to the Securities and Exchange Commission’s policy regarding indemnification. 43   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise. 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 AND DIRECTOR 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, 20162017 or who earned compensation exceeding $100,000 during fiscal year 2016 (the “named2017, or the named executive officers”),officers, for services as executive officers for the last two fiscal years.    Summary Compensation Table                                   Name and Principal Position   Fiscal Year   Salary   Stock Award   Option Awards   Non-Equity Incentive Plan Compensation   Change in Pension Value and Non- Qualified Deferred Compensation Earnings   All Other Compensation   Total     Fiscal Year   Salary   Stock Award   Option Awards   Non-Equity Incentive Plan Compensation   Change in Pension Value and Non- Qualified Deferred Compensation Earnings   All Other Compensation   Total         ($)   ($)   ($)   ($)   ($)   ($)   ($)     ($)   ($)   ($)   ($)   ($)   ($)   ($)   Dr. David Jin   2015     -       —       —       —       —       —       -     2017   200,000   —   —   —   —   —   200,000   CEO   2016     16,667       —       —       —       —       —       16,667     2016   16,667   —   —   —   —   —   16,667                                     Luisa Ingargiola   2017   195,855   —   763,889*   —   —   —   959,744   CFO   2016   —   —   —   —   —   —   —                                     Meng Li   2015     -       —       —       —       —       —       -     2017   100,000   —   —   —   —   —   100,000   COO and Secretary   2016     8,655       —       —       —       —       —       8,655     2016   8,655   —   —   —   —   —   8,655                                     Dr. Yu Zhou   2017   22,356   —   —   —   —   —   22,356   Co-CEO of GenExosome   2016   —   —   —   —   —   —   —     Outstanding Equity Awards at Fiscal Year-End Table We did not issue equity awards during the year ended December 31, 2016.* value determined based on aggregate grant date fair value under FASB ASC Topic 718.   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 our President and Chief Executive Officer of the Company until November 30, 20172019 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 Companywe may institute from time to time at the discretion of the Company’sour 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 Companywe 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 Companywe 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. On April 3, 2018, we entered into an amendment of the Executive Employment Agreement with Dr. Jin pursuant to which Dr. Jin will be eligible to receive a bonus equal to 100% of his base salary, which shall be payable upon our shares becoming listed on a national securities exchange and, if the Board determines that additional equity funding is required, the closing (whether at the time of listing or subsequent thereto) of a public offering of our equity securities, raising not less than $10 million in gross proceeds in the aggregate.   44 81      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. On April 3, 2018, we entered into an amendment of the Executive Employment Agreement with Ms. Li pursuant to which Ms. Li will be eligible to receive a bonus equal to 100% of her base salary, which shall be payable upon our shares becoming listed on a national securities exchange and, if the Board determines that additional equity funding is required, the closing (whether at the time of listing or subsequent thereto) of a public offering of our equity securities, raising not less than $10 million in gross proceeds in the aggregate.    Luisa IngariolaIngargiola   On February 21, 2017, we and Ms. Ingargiola 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 have agreed to provide a bonus of 50% of her base salary upon our timely filing itsof our annual report on Form 10-K for the year ended December 31, 2017 and our raising gross proceeds of $20 million in debt and/or equity capital and a bonus of 100% of her base salary upon the Companyour 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. IngariolaIngargiola a Stock Option to acquire two million shares of our 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.date for a period of 3 years. We and Ms. Ingargiola also entered into an Indemnification Agreement with Ms. Ingargiola.Agreement.   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 theirher 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.employed by us. 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 Companywe will also continue to provide health related employee insurance coverage for twelve months, at the Company’sour 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.employed by us. 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 Companywe will also continue to provide health related employee insurance coverage for twelve months, at the Company’sour expense.   82  Yu Zhou On October 25, 2017, Dr. Yu Zhou and GenExosome entered into an Executive Retention Agreement pursuant to which Dr. Zhou agreed to serve as Co-Chief Executive Officer of GenExosome in consideration of an annual salary of $160,000. Dr. Zhou and GenExosome also entered into an Invention Assignment, Confidentiality, Non-Compete and Non-Solicit Agreement. Grants of Plan Based Awards   We did not make any plan based equity or non-equitygranted options awards grants to named executives during the yearsNamed Executive Officers in the fiscal year ended December 31, 2016 and 2015.2017, as follows: Name   Grant Date   Threshold   Target   Maximum   All Other Stock Awards: Number of Shares of Stock or Units    All Other Stock Awards: Number of Securities Underlying   Exercise Price of Option Awards   Grant Date Fair Value of Stock and Options Awards Luisa Ingargiola   2/9/2017     n/a       n/a       2,000,000       0       0     $ 0.50     $ 2,500,000     Option Exercises and Stock Vested   There were no options exercised by our named officersor stock vested during the yearsyear ended December 31, 20162017. Outstanding Equity Awards The following table sets forth information with respect to the outstanding equity awards of our principal executive officers and 2015.principal financial officer during 2017, and each person who served as an executive officer of the company as of December 31, 2017:     Outstanding Equity Awards   Option Awards Stock Awards Name and principal position  Number of securities underlying unexercised options (#) Exercisable Number of securities underlying unexercised options (#) Unexercisable Equity incentive plan awards: Number of securities underlying unexercised options (#) Options exercise price ($) Option expiration Date Number of shares or units of stock that have not vested (#) Market value of shares or units of stock that have not vested ($) Equity incentive plan awards: Number of unearned shares other rights that have not vested (#) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) Luisa Ingargiola 611,111 1,388,889 2,000,000 0.50 2/8/2027 — — — — David Jin — — — — — — — — — Meng Li — — — — — — — — — Yu Zhou — — — — — — — — — No Pension Benefits We do not maintain any plan that provide for payments or other benefits to our executive officers at, following or in connection with retirement and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans. 45 83      No Nonqualified Deferred Compensation of Directors   Our directors didWe do not earn compensationmaintain any defined contribution or other plan that provides for the years ended December 31, 2016 and 2015.deferral of compensation on a basis that is not tax-qualified. Director Compensation Name Fees Earned or Paid in Cash $ Stock Awards $ Option Awards $ Non-equity Incentive Plan Compensation $ Change in Pension Value and Non-Qualified Deferred Compensation Earnings All Other Compensation $ Total  $* Steven Sukel — — 22,500 — — — 22,500 Yancen Lu — — 22,500 — — — 22,500 Wilbert Tauzin — — 34,992 — — — 34,992 Wenzhao Lu — — — — — — — David Jin — — — — — — — Meng Li — — — — — — — * value determined based on aggregate grant date fair value under FASB ASC Topic 718. 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 receiveacquire 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 granted to Mr. Sukel and Mr. Lu for the year ended December 31, 2017 have been pro-rated. Aswere pro-rated and, as a result, each director shall receive aof Mr. Sukel and Mr. Lu received stock optionoptions to acquire 30,000 shares of common stock for a term of five years, vesting 10,000 shares of which vested at the beginning of each quarter commencing April 1, 2017 through December 31, 2017. The exercise price for the initial grant for 2017these options was set at $1.49 per share. On November 1, 2017, Congressman Wilbert J. Tauzin II was appointed to the Board of Directors. Mr. Tauzin entered into an agreement pursuant to which he will serve as a director. The director agreement provides that he will receive options to acquire 40,000 shares of common stock per year commencing January 1, 2018 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. In addition, forthe year ended December 31, 2017, we granted Mr. Tauzin options to acquire 50,000 shares of common stock at an exercise price of $1.00 for a term of five years with 10,000 options vesting immediately and the balance vesting at the rate of 10,000 options at the beginning of each quarter in 2018 for a period of one year. We also entered into an agreement with Tauzin Consultants, LLC, or Tauzin Consultants. The agreement provides that, in addition to other compensation, Tauzin Consultants will receive options to acquire 180,000 shares of common stock at an exercise price of $1.00 per share, 90,000 shares of which vested on January 31, 2018 with the remaining 90,000 shares vesting on April 30, 2018.The options shall be exercisable for a period ofthree years. Tauzin Consultants has assigned 100,000 options to Thomas Tauzin and 80,000 options to Congressman Tauzin. Thomas Tauzin is Congressman Tauzin’s son.   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. 46 84      The following table provides information about the options held by our non-employee directors as of December 31, 2017: Name Number of Aggregate Option Awards Outstanding Steven Sukel 30,000 Yancen Lu 30,000 Wilbert Tauzin 50,000 85  CERTAIN RELATIONSHIPS RELATEDAND RELATED-PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE   SEC rules require us to disclose any transaction since January 1, 2015 or currently proposed transaction in which we are a participant in which the amount involved exceeded or will exceed $120,000 and in which any related person has or will have a direct or indirect material interest. A related person is any executive officer, director, nominee for director, or holder of 5% or more of our common stock, or an immediate family member of any of those persons. Medical Related Consulting Services Revenue from related partiesRelated Parties and accounts receivableAccounts Receivable – related partyRelated Parties   During the three monthsyears ended MarchDecember 31, 2017 and 2016, medical related consulting services revenue from related parties was as follows:     Three Months Ended March 31,     2017   2016     Year Ended December 31, 2017   Year Ended   December 31, 2016   Medical related consulting services provided to:                           Beijing Nanshan (1)   $ 155,035   $ 162,500   Shanghai Daopei (1)(2)   $ 66,286     $ —     67,576   313,946   Hebei Yanda (3)     —     140,000     $ 66,286     $ —     $ 222,611   $ 616,446     (1) Beijing Nanshan is a subsidiary of an entity whose chairman is Wenzhao Lu, our major shareholder and Chairman of the Board. (2) Shanghai Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, theour major shareholder and Chairman of the Company.  Board. (3) Hebei Yanda is a subsidiary of an entity whose chairman is Wenzhao Lu, our major shareholder and Chairman of the Board.   Accounts receivable – related party,parties, net of allowance for doubtful accounts, at MarchDecember 31, 2017 and December 31, 2016 amounted to $70,213$0 and $70,228, respectively, and were related to consulting services provided to Shanghai Daopei, a Chinese entity whose chairman is Wenzhao Lu, the major shareholder of the 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 partyparties at MarchDecember 31, 2017 and December 31, 2016.   Accounts payableAccrued Liabilities and accrued liabilitiesOther Payables – related partiesRelated Parties   At MarchDecember 31, 2017 and December 31, 2016, we owed David Jin, aour shareholder, and our chief executive officer, president and board member, $19,535$15,387 and $6,278, respectively, for travel and other miscellaneous reimbursements, which have been included in accounts payable and accrued liabilities and other payable – related parties on the accompanying consolidated balance sheets.   At MarchDecember 31, 2017 and December 31, 2016, we owed Meng Li, aour shareholder, and our chief operating officer and board member, of $311$0 and $309, respectively, for travel and other miscellaneous reimbursements, which have been included in accounts payableaccrued liabilities and accrued liabilitiesother payables – 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 related party, (the “Office Lease”).or the AHS Office Lease. Pursuant to the AHS Office Lease, the monthly rent iswas $1,000. The term of theAHS Office Lease is one year commencing on November 1, 2016 and will expire on October 31,was terminated in August 2017. As of MarchDecember 31, 2017 and December 31, 2016, the accrued and unpaid rent expense related to this AHS Office Lease amounted to $5,000$0 and $2,000, respectively, which was included in accounts payableaccrued liabilities and accrued liabilitiesother payables – related parties on the accompanying consolidated balance sheets. At December 31, 2017, we owed Yu Zhou, co-chief executive officer of GenExosome, $24,540 for travel to China and other miscellaneous reimbursements, which have been included in accrued liabilities and other payable – related parties on the accompanying consolidated balance sheets.   86    Due to related partiesRelated Parties   From time to time, David Jin, aour shareholder, and our chief executive officer, president and board member, provided advances to our companyus to supplement our working capital needs. Those advances are short-term in nature, non-interest bearing, unsecured and payable on demand. TheDuring the year ended December 31, 2017, we repaid $500 working capital advance to David Jin. As of $500 at MarchDecember 31, 2017 and December 31, 2016, the working capital advance balance was $0 and $500, respectively, which was reflected as due to related parties on the accompanying consolidated balance sheets.sheets included elsewhere in this prospectus. 47   From time to time, Meng Li, aour shareholder, and our chief operating officer and board member, provided advances to our companyus to supplement itsour working capital needs. Those advances are short-term in nature, non-interest bearing, unsecured and payable on demand. TheDuring the year ended December 31, 2017, we repaid $87,650 working capital advance to Meng Li. As of $87,650 at MarchDecember 31, 2017 and December 31, 2016, the working capital advance was $0 and $87,650, respectively, which was reflected as due to related parties on the accompanying consolidated balance sheets.   From time to time, Wenzhao Lu, aour major shareholder and chairman oftheBoard of Directors, and board member, provided advances to our companyus to supplement itsour working capital needs. Those advances are short-term in nature, non-interest bearing, unsecured and payable on demand. TheDuring the year ended December 31, 2017, we received working capital advance from Wenzhao Lu of $9,000 at March$20,000 and repaid $29,000 to him. As of December 31, 2017 and December 31, 2016, the working capital advance was $0 and $9,000, respectively, which was reflected as due to related parties on the accompanying consolidated balance sheets. sheets included elsewhere in this prospectus.   Operating leaseDuring the year ended December 31, 2017, we received advance from a company, which is controlled by Wenzhao Lu, our major shareholder and chairman of the Board of Directors, of $190,000 for general working capital purpose. The advance is unsecured, non-interest bearing and repayable on demand, and was repaid in full in year 2017.   In connection with the acquisition discussed in Note 1 and Note 4 to the consolidated financial statements included elsewhere in this prospectus, we acquired Beijing GenExosome for a cash payment of $450,000, which will be paid upon Beijing GenExosome recording the change in ownership with the Ministry of Commerce of the People’s Republic of China in accordance with the Interim Measures for Record Management regarding the Establishment and Change of Foreign-invested Enterprises (revised), which we expect to be completed in the second quarter of 2018. On October 17, 2016, AHS entered into a lease for office space in New Jersey with a related party (the “AHS Office Lease”). Pursuant25, 2017, Dr. Yu Zhou, the former sole shareholder of Beijing GenExosome, was appointed to the AHS Office Lease, the monthly rent is $1,000. The termboard of the AHS Office Lease is one year commencing on November 1, 2016directors of GenExosome and will expire on October 31, 2017. For the three months ended Marchserved as co-chief executive officer of GenExosome. As of December 31, 2017, rent expensethe unpaid acquisition consideration of $450,000 was payable to Dr. Yu Zhou, co-chief executive officer and board member of GenExosome, and reflected as due to related toparties on the AHS Office Lease amounted to $3,000.accompanying consolidated balance sheets included elsewhere in this prospectus.   Future minimum rental payment required under the AHS Office Lease is as follows: Twelve-month Period Ending March 31:     Amount   2018     $ 7,000   Distribution to AHS’s foundersFounders   On September 14, 2016, AHS entered into a stock purchase agreement, (the "September Agreement")or the September Agreement, to acquire 1,500,000 shares of restricted common stock, (the “Control Shares”)or the Control Shares, of our company,Global Technologies Corp., which subsequently changed its name on October 18, 2016 to Avalon GloboCare Corp., 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.Global Technologies Corp. 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 its 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.   87  Operating Lease On October 17, 2016, AHS entered into a lease for office space in New Jersey with a related party, or the AHS Office Lease. Pursuant to the AHS Office Lease, the monthly rent is $1,000. The AHS Office Lease was terminated in August 2017. For the years ended December 31, 2017 and 2016, rent expense related to the AHS Office Lease amounted to $8,000 and $2,000, respectively. Real Property Management Agreement We pay a company, which is controlled by Wenzhao Lu, our major shareholder and chairman of the Board of Directors, for the management of our commercial real property located in New Jersey. The monthly property management fee is $5,417. The term of the property management agreement is two years commencing on May 5, 2017 and will expire on May 4, 2019. For the year ended December 31, 2017, the management fee related to the property management agreement amounted to $43,336. Warranty Agreement   We entered into and closed a Subscription Agreement with an accredited investor, (the "Marchor the March 2017 Accredited Investor")Investor, pursuant to which the March 2017 Accredited Investor purchased 3,000,000 shares of our common stock, (“or the March 2017 Shares”)Shares, for a purchase price of $3,000,000 (the “Purchase Price”).$3,000,000. The closing occurred on March 3, 2017.We,Avalon (Shanghai) Healthcare Technology Co., Ltd. (“, or Avalon Shanghai”),Shanghai, Beijing DOING Biomedical Technology Co., Ltd. (“DOING”), or DOING, and 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 Pricepurchase price to Avalon Shanghai on behalf of the March 2017 Accredited 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”)or the BCC, and obtaining an Enterprise Overseas Investment Certificate, (the “Investment Certificate”)or 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 “BCCor the BCC Repayment Obligation”). Obligation.As of the date hereof, the Company isof this prospectus, we are 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 ourthe company. Further,Wenzhao Lu, aour director and major 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 monthsthree-month 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 directorsIndemnification Agreements We have entered into indemnification agreements with each of our company.directors. These agreements, among other things, require us to indemnify each director to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director. Policies and Procedures for Related Person Transactions Our board of directors has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, all relevant facts and circumstances will be considered, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.   48 88      Director IndependencePRINCIPAL STOCKHOLDERS   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 hasBeneficial ownership is determined that there are no “independent directors” underin accordance with the rules and regulations of the SEC. Stockholder CommunicationsSEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the Board We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Boarddate of Directors. Nevertheless, every effort has been made to ensure that the views of stockholdersapplicable table below are hearddeemed beneficially owned by the Boardholders of Directorssuch options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or individual directors,entities named in the tables below have sole voting and investment power with respect to all shares of our common stock indicated 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 MANAGEMENTbeneficially owned by them.   The following table sets forth certain information, as of July 21, 2017March 31, 2018 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’sour executive officers and directors; and (iii) the Company’sour 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.   Name of Beneficial Owner (1)   Common Stock Beneficially Owned     Percentage of Common Stock (2)   Wenzhao Lu *     25,900,000       39.9 % David Jin, MD, PhD *     15,450,000       23.8 % Meng Li *     5,150,000       7.9 % Luisa Ingargiola* (3)     277,776       **   Yancen Lu* (4)     5,020,000       7.7 % Steven P. Sukel*(5)     220,000       **   All officers and directors as a group (4 persons)     52,017,776       80.1 %  * Officer and/or director of the Company ** Less than 1%. Name of Beneficial Owner (1) Common Stock Beneficially Owned Percentage of Common Stock (2) Wenzhao Lu * 25,900,000 37.0% David Jin, MD, PhD * 15,450,000 22.1% Meng Li * 5,150,000 7.4% Luisa Ingargiola* (3) 888,889 1.3% Yancen Lu* (4) 5,050,000 7.2% Steven P. Sukel*(5) 250,000 ** Wilbert J. Tauzin II* (6) 130,000 ** All officers and directors as a group (7 persons) 52,818,889 75.5% * Officer and/or director of the company. ** Less than 1%. (1) Except as otherwise indicated, the address of each beneficial owner is c/o Avalon GloboCare Corp., 834400 Route 9 South, Street, Suite 101,3100, Freehold, New Jersey 07728. (2) Applicable percentage ownership is based on 64,628,62269,758,622 shares of common stock outstanding as of July 21, 2017,March 31, 2018, together with securities exercisable or convertible into shares of common stock within 60 days of July 21, 2017March 31, 2018 for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of July 21, 2017March 31, 2018 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. (3) Represents a Stock Optionstock option to acquire 277,776888,889 shares of common stock of our company at an exercise price of $0.50 per share for a period of ten years, which included 55,556111,111 shares to be vested within 60 days of July 21, 2017.days. (4) Yancen Lu holds (i) 5,000,000 shares of common stock through EmeraldVestEmerald Vest LLC of which he is the sole owner and manager and (ii) 30,00050,000 options that are exercisable for a term of five years, at an exercise price of $1.49 per share of which 10,00040,000 shares have vested and an additional 10,000 shares shall vest within 60 days of July 21, 2017.days. (5) Steven P. Sukel holds (i) 200,000 shares of common stock and (ii) 30,00050,000 options that are exercisable for a term of five years, at an exercise price of $1.49 per share of which 10,00040,000 shares have vested and an additional 10,000 shares shall vest within 60 daysdays. (6) Wilbert J. Tauzin II holds 50,000 options that are exercisable for a term of July 21, 2017.five years, of which 30,000 shares have vested and an additional 20,000 shares shall vest within 60 days.   In addition, we entered into an agreement with Tauzin Consultants, LLC, or Tauzin Consultants.The agreement provides that, in addition to other compensation, Tauzin Consultants will receive options to acquire 180,000 shares of common stock, 90,000 shares of which vested on January 31, 2018 with the remaining 90,000 shares vesting within 60 days.  The options shall be exercisable for a period of three years. Tauzin Consultants has assigned 100,000 options to Thomas Tauzin and 80,000 options to Congressman Tauzin. Thomas Tauzin is Congressman Tauzin’s son.      49 No Director, executive officer, affiliate or any owner of record or beneficial owner of more than 5% of any class of voting securities of our company is a party adverse to the Company or has a material interest adverse to the Company. SELLING STOCKHOLDERS This prospectus relates to the resale by the selling stockholders named below from time to time of up to a total of 1,090,500 shares of our common stock that were issued to the selling stockholders pursuant to transactions exempt from registration under the Securities Act. All of the common stock offered by this prospectus is being offered by the selling stockholders and is being offered for their own accounts. We entered into and closed Subscription Agreements with several accredited investors (the "December 2016 Accredited Investors") pursuant to which the December 2016 Accredited Investors purchased an aggregate of 7,270,000 shares of common stock (the “2016 Subscription Shares”) for an aggregate purchase price of $3,635,000. The closing occurred on December 19, 2016. We agreed to register 15% of the shares sold or 1,090,500 shares of common stock. The table below sets forth information concerning the resale of the shares of common stock by the selling stockholders. We will not receive any proceeds from the resale of the common stock by the selling stockholders. None of the selling stockholders is a registered broker-dealer. The following table also sets forth the name of each person who is offering the resale of shares of common stock by this prospectus, the number of shares of common stock beneficially owned by each person, the number of shares of common stock that may be sold in this offering and the percentage each person will own after the offering, assuming they sell all of the shares offered.     Name of Selling Stockholder   Total Number of Shares of Common Stock Beneficially Owned Prior to Offering (1)     Total Number of Shares to be Offered for Selling Stockholders Account         Total Shares to be Owned and Percent of Total Outstanding After Completion of this Offering (1), (2)   Zhang Haoran     750,000       112,500       637,500 * Zhang Yupu     750,000       112,500       637,500 * Wang Yue     450,000       67,500       382,500 * Wang Zhe     450,000       67,500       382,500 * Liu Yongsheng     300,000       45,000       255,000 * Yang Haiyan     300,000       45,000       255,000 * Zhang Jiajia     200,000       30,000       170,000 * Leng Zhu     200,000       30,000       170,000 * Wang Xinshuang     150,000       22,500       127,500 * Hu Yingzhi     90,000       13,500       76,500 * Zhang Yuejin     250,000       37,500       212,500 * Zhai Changhai     150,000       22,500       127,500 * Shang Erli     60,000       9,000       51,000 * Zhang Jianan     400,000       60,000       340,000 * Lu Lei     450,000       67,500       382,500 * Jin Shoufeng     150,000       22,500       127,500 * Ma Chenguang     200,000       30,000       170,000 * Guo Yaxian     30,000       4,500       25,500 * Lu Minggang     450,000       67,500       382,500 * Wang Xiaowei     450,000       67,500       382,500 * Song Wei     60,000       9,000       51,000 * Luan Shaoyi     300,000       45,000       255,000 * Wang Fang     180,000       27,000       153,000 * Wang Xiaomeng     100,000       15,000       85,000 * Zhao Huijun     100,000       15,000       85,000 * Hou Jianchun     100,000       15,000       85,000 * Steven Sukel     200,000       30,000       170,000 * * Less than 1%. (1) The number of shares listed in these columns include all shares beneficially owned by the selling stockholder. The ownership percentages listed in these columns include only shares beneficially owned by the listed selling stockholder. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included the shares the person has the right to acquire within 60 days of the date above. The shares that a stockholder has the right to acquire within 60 days, however, are not included in the computation of the percentage ownership of any other stockholder. The ownership percentages are calculated assuming that 84,628,622 shares of common stock immediately following the sale of the 20,000,000 shares included in this offering. (2) Under the rules adopted by the SEC, a person is deemed to be a beneficial owner of securities with respect to which the person has or shares:  (a) voting power, which includes the power to vote or direct the vote of the security, or (b) investment power, which includes the power to dispose of or to direct the disposition of the security. Unless otherwise indicated, the persons named in the table above have sole voting and investment power with respect to all shares beneficially owned. Assumes that all the securities listed hereunder have been sold. 50 89      PLANDESCRIPTION OF DISTRIBUTION FOR THE SELLING STOCKHOLDERSCAPITAL STOCK The selling stockholders and any of their respective pledgees, donees, assignees, and other successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions.   We have agreed, subject to certain limits, to bear all costs, expenses, and fees of registration of the shares of our commonauthorized capital stock offered by the selling stockholders for resale.  However, any brokerage commissions, discounts, concessions, or other fees, if any, payable to broker-dealers in connection with any sale of shares of common stock will be borne by the selling stockholders selling those shares or by the purchasers of those shares. On our being notified by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution, or secondary distribution, or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing the following: · the name of each such selling stockholder and of any participating broker-dealer; · the number of securities involved; · the price at which such securities were sold; · the commissions paid or discounts or concessions allowed to any broker-dealer, where applicable; and · other facts material to the transaction. The selling stockholders may use any one or more of the following methods when selling shares: · directly as principals; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · short sales that are in compliance with the applicable laws and regulations of any state or the United States; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; or · a combination of any such methods of sale. The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. Any sales of the shares may be effected through the OTC Markets, in private transactions or otherwise, and the shares may be sold at market prices prevailing at the time of sale, at prices related to prevailing market prices. The selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. We believe that the selling stockholders have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding sale of their shares other than ordinary course brokerage arrangements, nor is there an underwriter or coordinating broker acting in connection with the proposed sale of shares by the selling stockholders. Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. If the selling stockholders effect sales through underwriters, brokers, dealers or agents, such firms may receive compensation in the form of discounts, concessions or commissions from the selling stockholders or the purchasers of the shares for whom they may act as agent, principal or both in amounts to be negotiated. Those persons who act as broker-dealers or underwriters in connection with the sale of the shares may be selected by the selling stockholders and may have other business relationships with, and perform services for, us. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. 51 Any selling stockholder or broker-dealer who participates in the sale of the shares may be deemed to be an “underwriter” within the meaning of section 2(11) of the Securities Act. Any commissions received by any underwriter or broker-dealer and any profit on any sale of the shares as principal may be deemed to be underwriting discounts and commissions under the Securities Act. The anti-manipulation provisions of Rules 101 through 104 of Regulation M promulgated under the Exchange Act may apply to purchases and sales of shares of common stock by the selling stockholders.  In addition, there are restrictions on market-making activities by persons engaged in the distribution of the common stock. Under the securities laws of certain states, the shares may be sold in those states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be able to be sold unless our common stock has been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with. We are required to pay expenses incident to the registration, offering, and sale of the shares under this offering. DESCRIPTION OF SECURITIES TO BE REGISTERED General Our Certificate of Incorporation authorize common stock and preferred stock. In particular, the Certificate of Incorporation authorize the issuanceconsisting of 490,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of Preferred Stock.  The rights and privilegespreferred stock, par value $0.0001 per share. As of theMarch 31, 2018, we had 69,758,622 shares of common stock issued and preferred stock are summarized below. As of July 21, 2017, there were 64,628,622 shares of our common stock outstanding, and no shares of Preferred Stock outstanding. The Company does not have any outstanding debt securities. Capital Stock We are authorized by our Certificate of Incorporation to issue an aggregate of 500,000,000 shares of capitalpreferred stock of which 490,000,000 are shares of Common Stock and 10,000,000 are shares of Preferred Stock. As of July 21, 2017 we had 64,628,622 shares of Common Stock and no shares of Preferred Stock issued and outstanding.   Common Stock   All outstanding shares of Common Stockcommon stock are of the same class and have equal rights and attributes. The holders of Common Stockcommon stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company.company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stockcommon stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.   Preferred Stock   Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of Preferred Stockpreferred stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stockpreferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the Common Stock.common stock. In the event of issuance, the Preferred Stockpreferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company, which is sometimes referred to in corporate parlance as a “poison pill”.   Options and Restricted Stock As of March 31, 2018, options to purchase 2,410,000 shares of our common stock were outstanding. Other Convertible Securities As of March 31, 2018, other than the securities described above, we do not have any outstanding convertible securities. Stockholder Action by Written Consent Any action required or permitted to be taken at any annual or special meetings of the stockholders of the company may be taken without a meeting, without prior notice and without a vote, by a consent or consents in writing, setting forth the action so taken, (a) signed by stockholders of the company holding not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all the shares of the company entitled to vote thereon were present and voted and (b) delivered to the company in accordance with Section 228 of the DGCL. Anti-Takeover Effects of Provisions of our Certificate of Incorporation, our Bylaws and Delaware Law Some provisions of Delaware law, our certificate of incorporation and our bylaws contain provisions that could make the following transactions more difficult: acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise; or removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the price of our common stock. These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms. 52 90      The description of certain matters relatingDelaware Anti-Takeover Statute We are subject to the securitiesSection 203 of the Company is a summary and is qualifiedDelaware General Corporation Law, which regulates corporate takeovers. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in its entiretyadvance by the provisionsboard of directors, such as discouraging takeover attempts that might result in a premium over the Company's Certificate of Incorporation and By-Laws, copies of which have been filed as exhibits to this Form S-1. Anti-Takeover Provisions of Our Certificate of Incorporation and Bylaws None. Options Except as set forth below, we have not issued and do not have any outstanding options to purchase sharesprice of our common stock:stock.   · 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 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. Undesignated Preferred Stock   · 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. The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management.   Transfer Agent   The stock transfer agent for our securities is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598,(212) 828-8436.828-8436. 91    SHARES ELIGIBLE FOR FUTURE SALE   PriorImmediately prior to this offering, our shares trade on the OTCQB under the symbol AVCO but the market has been limited and a significant public market forthere was little to no trading activity in our common stock may not develop or be sustained after this offering.stock. Future sales of significantsubstantial amounts of our capitalcommon stock including shares of our outstanding stock and shares of our stock issued upon exercise of outstanding options, in the public market, after this offering, or the perception that such sales couldmay occur, could adversely affect any prevailingthe market price of our common stock and could impair our future ability to raise capital through the sale of our equity securities.stock.   Shares Covered byBased on shares outstanding as of March 31, 2018, upon the closing of this Prospectus Asoffering, we will have outstanding an aggregate of July 21, 2017, we have 64,628,622                  shares of common stock, outstanding. Of these outstandingassuming the minimum amount is sold, and an aggregate of shares 1,090,500of common stock, assuming the maximum amount is sold. All shares being registeredsold in this offering maywill be soldfreely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, whose sales maywould be made only in compliancesubject to the Rule 144 resale restrictions described below, other than the holding period requirement. We expect that approximately     % of these shares will be subject to the 180-day lock-up period under the lock-up agreements entered into with the limitationsunderwriter. Upon expiration of Rule 144 described below. The remainingthe lock-up period, we estimate that approximately              shares outstanding after this offering are deemed “restricted securities” under Rule 144. Restricted securities maywill be soldavailable for sale in the public market, only if registered or if they qualify for an exemptionsubject in some cases to applicable volume limitations under the Securities Act, such as Rule 144, which is summarized below.144.   Rule 144   Certain outstanding sharesSome of our common stock which are not included in this prospectus are eligible for sale in the public market under Rule 144. In general, under Rule 144 as currently in effect, a person who has beneficially owned restrictedstockholders will be forced to hold their shares of our common stock for at least six months would be entitleda six-month period before they are eligible to sell their securities providedthose shares, and even after that (1)six-month period, sales may not be made under Rule 144 promulgated under the Securities Act unless we and such person is not deemed to have been onestockholders are in compliance with other requirements of Rule 144. In general, Rule 144 provides that (i) any of our affiliates at the time of, or at any time during the three months preceding, a sale, (2) we are subject to the reporting requirements of the Exchange Act for at least 90 days before the sale and (3) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale. In the eventnon-affiliates that the registration statement of which this prospectus is a part lapses for any reason, all currently outstanding shares of common stock will be subject to resale pursuant to Rule 144, subject to the limitations described herein. Persons who have beneficially ownedhas held restricted shares of our common stock for at least six months but who areis thereafter entitled to sell its restricted stock freely and without restriction, provided that we remain compliant and current with our SEC reporting obligations, and (ii) any of our affiliates, which includes our directors, executive officers and other person in control of us, that has held restricted common stock for at the time of, or at any time during the threeleast six months preceding, a sale, would beis thereafter entitled to sell its restricted stock subject to additional restrictions, bythe following restrictions: (a) we are compliant and current with our SEC reporting obligations, (b) certain manner of sale provisions are satisfied, (c) a Form 144 is filed with the SEC, and (d) certain volume limitations are satisfied, which such person would be entitled to selllimit the sale of shares within any three-month period onlyto a number of securitiesshares that does not exceed the greater of 1% of the total number of outstanding shares. A person who has ceased to be an affiliate at least three months immediately preceding the sale and who has owned such shares of common stock for at least one year is entitled to sell the shares under Rule 144 without regard to any of the limitations described above. 92  MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership and disposition of our common stock issued pursuant to this prospectus, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date of this prospectus. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our common stock. This discussion is limited to Non-U.S. Holders that hold our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation: ● U.S. expatriates and former citizens or long-term residents of the United States; ● persons subject to the alternative minimum tax; ● persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment; ● banks, insurance companies, and other financial institutions; ● brokers, dealers or traders in securities; ● “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; ● partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein); ● tax-exempt organizations or governmental organizations; ● persons deemed to sell our common stock under the constructive sale provisions of the Code; ● persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and ● tax-qualified retirement plans. If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY. 93  Definition of a Non-U.S. Holder For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our common stock that is neither a “U.S. person” nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following: ● an individual who is a citizen or resident of the United States; ● a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia; ● an estate, the income of which is subject to U.S. federal income tax regardless of its source; or ● a trust that (1) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes. Distributions As described in the section entitled “Dividend Policy,” we do not anticipate paying any cash dividends on our common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale or Other Taxable Disposition.” Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty. If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules. Sale or Other Taxable Disposition A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless: ● the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable); ● the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or ● our common stock constitutes a U.S. real property interest (“USRPI”) by reason of our status as a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes. 94  Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items. Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by certain U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses. With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our common stock will not be subject to U.S. federal income tax if our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules. Information Reporting and Backup Withholding Payments of dividends on our common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting. Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. 95  Additional Withholding Tax on Payments Made to Foreign Accounts Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock, and will apply to payments of gross proceeds from the sale or other disposition of such stock on or after January 1, 2019. Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock. 96  UNDERWRITING We have entered into an underwriting agreement with Boustead Securities, LLC, as the underwriter, with respect to the shares of our common stock in this offering. Under the terms and subject to the conditions contained in the underwriting agreement, we have agreed to issue and sell to the public through the underwriter, and the underwriter has agreed to offer and sell, on a best efforts all-or none-basis, a minimum of                     shares of common stock, and on a best efforts basis, a maximum of up to             shares of our common stock. The underwriting agreement provides that the obligation of the underwriter to arrange for the offer and sale of the shares of our common stock, on a best efforts basis, is subject to certain conditions precedent, including but not limited to (i) receipt of a listing approval letter from the Nasdaq Capital Market, (ii) delivery of legal opinions and (iii) delivery of auditor comfort letters. The underwriter is under no obligation to purchase any shares of our common stock for its own account. As a “best efforts” offering, there can be no assurance that the offering contemplated hereby will ultimately be consummated, or even if consummated that we will in fact obtain a listing on the Nasdaq Capital Market. The underwriter may, but is not obligated to, retain other selected dealers that are qualified to offer and sell the shares and that are members of the Financial Industry Regulatory Authority, Inc., or FINRA. The underwriter proposes to offer the shares to investors at the public offering price, and will receive the underwriting commissions, set forth on the cover of this prospectus. Unless sooner withdrawn or canceled by either us or the underwriter, the offering will continue until the earlier of: (i) a date mutually acceptable to us and our underwriter after which at least           shares of our common stock is sold at an offering price of $           per share (the minimum offering); (ii) such time as          shares of our common stock is sold at an offering price of $           per share (the maximum offering) or (iii) the close of business on           , 2018, or the offering termination date. The underwriter has agreed in accordance with the provisions of SEC Rule 15c2-4 to cause all funds received by the underwriter for the sale of the shares of common stock to be promptly deposited in an escrow account maintained by Signature Bank, or the escrow agent, as escrow agent for the investors in the offering. The escrow agent is a “bank” as defined under Exchange Act Section 3(a)(6). The escrow agent will exercise signature control on the escrow account and will act based on joint instructions from us and the underwriter. On the closing date for the offering, net proceeds in the escrow account maintained by the escrow agent will be delivered to us. If we do not complete this offering before the offering termination date, all amounts will be promptly returned as described below. If we complete this offering, then on the closing date, we will issue shares to investors and underwriter warrants to our underwriter exercisable at a rate of one warrant per share to purchase 7.0% of the aggregate number of shares of common stock sold in this offering. In addition, we have agreed to pay the underwriter a commission fee of 7.0% of the value of the shares of common stock sold in this offering. The following table summarizes the compensation and estimated expenses we will pay if the minimum amount of                shares of our common stock is sold in the offering:     · 1% of the total number of securities of the same class then outstanding: orPer Share Total Public offering price · the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect$ $ Underwriting fee and commissions (7.0%) $ $ Proceeds, before expenses, to such sale.us $ $   The following table summarizes the compensation and estimated expenses we will pay if the maximum amount of                shares of our common stock is sold in the offering:   53 Per Share Total Public offering price $ $ Underwriting fee and commissions (7.0%) $ $ Proceeds, before expenses, to us $ $ We have also agreed to pay the underwriter a financial advisory fee of up to $60,000 and to reimburse the underwriter for all of its reasonable out-of-pocket expenses, including reasonable fees and expenses of its legal counsel in an amount not to exceed $75,000 and costs of third party due diligence reports in an amount not to exceed $25,000, in connection with the offering. 97    providedWe expect our total cash expenses for this offering to be approximately $800,000, exclusive of the above commissions. If we complete this offering, then on the closing date, we will issue shares to investors and underwriter warrants to the underwriter. We have granted the underwriter a right of first refusal for one (1) year from the date of the consummation of the offering to act as financial advisor or to act as joint financial advisor on at least equal economic terms on any public or private financing (debt or equity), that,merger, business combination, recapitalization or sale of some or all of the equity or assets of the company. In the event we elect to raise capital without engaging a placement agent or underwriter during this one year period, then we will not be required to offer the underwriter the right to act as such financial advisor. Investors must pay in full for all shares of common stock at the time of investment. Payment for the shares of common stock may be made (i) by wire transfer to the escrow account maintained by the escrow agent no less than four business days before the date of closing, or (ii) by authorization of withdrawal from securities accounts maintained with the underwriter. If payment is made by authorization of withdrawal from securities accounts, the funds authorized to be withdrawn from a securities account will continue to accrue interest, if any interest is to accrue on such amounts, at the contractual rates until closing or termination of the offering, but a hold will be placed on such funds, thereby making them unavailable to the purchaser until closing or termination of the offering. If a purchaser authorizes the underwriter to withdraw the amount of the purchase price from a securities account, the underwriter will do so as of the date of closing. The underwriter will inform prospective purchasers of the anticipated date of closing. Proceeds deposited in escrow with the escrow agent may not be withdrawn by investors prior to the earlier of the closing of the offering or the offering termination date. If the offering is withdrawn or canceled or if the               share minimum offering is not reached and proceeds therefrom are not received by us on or prior to the offering termination date, all proceeds will be promptly returned by the escrow agent without interest or deduction to the persons from which they are received in accordance with applicable securities laws. All such proceeds will be placed in a non-interest bearing account pending such time. We have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriter may be required to make in respect of those liabilities. The underwriter intends to offer our common stock to its retail customers only in states in which we are permitted to offer our common stock. We have relied on an exemption to the blue sky registration requirements afforded to “covered securities.” Securities listed on the Nasdaq Capital Market are “covered securities.” If we were unable to meet the Nasdaq Capital Market’s listing standards, then we would be unable to rely on the covered securities exemption to blue sky registration requirements and we would need to register the offering in each case,state in which we planned to sell shares. Consequently, we will not complete this offering unless we meet the Nasdaq Capital Market’s listing requirements. In connection with this offering, the underwriter or certain of the securities dealers may distribute prospectuses electronically. No forms of prospectus other than printed prospectuses and electronically distributed prospectuses that are printable in Adobe PDF format will be used in connection with this offering. Foreign Regulatory Restrictions on Purchase of our Shares We have not taken any action to permit a public offering of our shares outside the United States or to permit the possession or distribution of this prospectus outside the United States. People outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to this offering of our shares and the distribution of this prospectus outside the United States. 98  Underwriter Warrants We have agreed to issue to the underwriter, on the closing date of this offering, underwriter warrants to purchase up to 7.0% of the total number of shares of common stock sold in the offering to investors. The underwriter warrants will be exercisable at $            per share for a period of five (5) years after the closing date of this offering, in accordance with the requirements of FINRA Rule 5110(f)(2)(G)(i). The underwriter warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities for a period of 180 days after the date of effectiveness or commencement of sales of the public offering, except to respective officers or partners and shareholders of the underwriter. This restriction is imposed pursuant to the requirements of FINRA Rule 5110(g)(1). If we do not complete this offering by selling at least the minimum number of shares of common stock, we will not issue any underwriter warrants to our underwriter. We are required for the life of the underwriter warrants to reserve sufficient shares of common stock to deliver upon exercise of the warrants and to take all necessary actions to ensure that we aremay validly and legally issue fully paid and non-assessable shares on exercise of the warrants. Lock-Up Agreements All of our executive officers and directors and holders of more than           % of our outstanding common stock have agreed not to register, offer, sell, contract to sell or grant (except for private transfers and in such case only with the express requirement that such shares continue to be subject to the periodic reporting requirementssame lock-up) any of our shares of common stock or any securities convertible into or exercisable or exchangeable for our shares of common stock or any warrants to purchase our shares of common stock (including, without limitation, securities of our company which may be deemed to be beneficially owned by such individuals in accordance with the rules and regulations of the Securities and Exchange ActCommission and securities which may be issued upon the exercise of a stock option or warrant) for a period of 180 days after the closing date of this offering. Upon the expiration of these lock-up agreements, additional shares of common stock will be available for sale in the public market. Market and Pricing Considerations Prior to this offering, our common stock was quoted on the OTCQB Marketplace, and there was a limited public market for our common stock. The public offering price was determined based upon the price at least three months beforewhich our common stock was quoted on the sale. As we were a former shellOTCQB Marketplace, as well as by negotiations between us and the underwriter. Among the factors considered in determining the initial public offering price are the future prospects of our company and our shareholderindustry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to those of our company. An active trading market for our common stock may not take advantagedevelop. It is possible that after this offering the shares of Rule 144common stock will not trade in the public market at or above the initial offering price. Discretionary Shares The underwriter will not sell any shares in this offering to accounts over which it exercises discretionary authority, without first receiving written consent from those accounts. Application for Listing on the NASDAQ Capital Market We have applied to list our common stock on the Nasdaq Capital Market under the symbol “AVCO.” As this offering is a best-efforts offering, the Nasdaq Capital Market has indicated that it is unable to admit our common stock for listing until October 19, 2017, which is the one year anniversarycompletion of the filingoffering and, consequently, the satisfaction of Nasdaq Capital Market listing standards. If so admitted, we expect our Super 8K in connection withcommon stock to begin trading on the acquisitionNasdaq Capital Market within five (5) days after the closing of AHS. However, sincethis offering. If our common stock is quotedeventually listed on the OTCQB, whichNasdaq Capital Market, we will be subject to continued listing requirements and corporate governance standards. We expect these rules and regulations to significantly increase our legal, accounting and financial compliance costs. 99  Price Stabilization, Short Positions and Penalty Bids In order to facilitate the offering of our common stock, the underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock. These activities may raise or maintain the market price of our common stock above independent market levels or prevent or retard a decline in the market price of our common stock. The underwriter is not an “automated quotation system,” our stockholders will not be ablerequired to rely onengage in these activities, and may end any of these activities at any time. We and the market-based volume limitation described inunderwriter have agreed to indemnify each other against certain liabilities, including liabilities under the second bullet above. If, in the future, our securities are listed on an exchange or quoted on NASDAQ, then our stockholders would be able to rely on the market-based volume limitation. Unless and until our stock is so listed or quoted, our stockholders can only rely on the percentage based volume limitation described in the first bullet above.Securities Act.   100  Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144. The selling stockholders will not be governed by the foregoing restrictions when selling their shares pursuant to this prospect.   LEGAL MATTERS   TheCertain legal matters with respect to the validity of the shares of common stock offered under this prospectus is beinghereby will be passed upon for us by Fleming PLLC.Goodwin Procter LLP, New York, New York. Certain legal matters related to this offering will be passed upon for the underwriter by Pryor Cashman LLP, New York, New York.   EXPERTS   The financial statements for Avalon GloboCare Corp. as of December 31, 20162017 and 20152016 and the related statements of operations, changes in stockholders' deficit and cash flows for the yearyears ended December 31, 20162017 and for the period from May 18, 2015 (date of inception) through December 31, 2015,2016, included in this prospectus and elsewhere in the registration statement of which this prospectus forms a part, have been audited by RBSM LLP, an independent registered public accounting firm, to the extent and for the periods indicated in their report appearing elsewhere herein, and are included in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.   WHERE YOU CAN FIND MORE INFORMATION   We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered by this prospectus. This prospectus, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our common stock, reference is made to the registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved.   You may read and copy all or any portion of the registration statement without charge at the public reference room of the SEC at 100 F Street, N. E., Washington, D. C.D.C. 20549. Copies of the registration statement may be obtained from the SEC at prescribed rates from the public reference room of the SEC at such address. You may obtain information regarding the operation of the public reference room by calling 1-800-SEC-0330. In addition, registration statements and certain other filings made with the SEC electronically are publicly available through the SEC’s web site at http://www.sec.gov. The registration statement, including all exhibits and amendments thereto, has been filed electronically with the SEC.   We are subject to the information and periodic reporting requirements of the Exchange Act and, accordingly, we file annual reports containing financial statements audited by an independent registered public accounting firm, quarterly reports containing unaudited financial data, current reports and other reports and information with the SEC. You may inspect and copy each of our periodic reports, proxy statements and other information at the SEC’s public reference room, and at the web site of the SEC referred to above.   54 101    Financial Statements   AVALON GLOBOCARE CORP. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 2015 55 AVALON GLOBOCARE CORP. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 20162017 and 20152016 CONTENTS CONTENTS Report of Independent Registered Public Accounting Firm F-2     Consolidated Financial Statements:       Consolidated Balance Sheets - As of December 31, 20162017 and 20152016 F-3     Consolidated Statements of Operations and Comprehensive Loss - For the Year Ended December 31, 2016 and for the Period from May 18, 2015 (Date of Inception) through December 31, 2015 F-4 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - For the Year Ended December 31, 2016 and for the Period from May 18, 2015 (Date of Inception) through December 31, 2015 F-5 Consolidated Statements of Cash Flows – For the Year Ended December 31, 2016 and for the Period from May 18, 2015 (Date of Inception) through December 31, 2015 F-6 Notes to Consolidated Financial Statements F-7 to F-20 Condensed Consolidated Balance Sheets - As of March 31, 2017 (Unaudited) and December 31, 2016 F-21 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - For the Three MonthsYears Ended MarchDecember 31, 2017 and 2016 F-22F-4     Unaudited Condensed Consolidated StatementStatements of Changes in Stockholders' Equity - For the Three MonthsYears Ended MarchDecember 31, 2017 and 2016 F-23F-5     Unaudited Condensed Consolidated Statements of Cash Flows -– For the Three MonthsYears Ended MarchDecember 31, 2017 and 2016 F-24F-6     Notes to Unaudited Condensed Consolidated Financial Statements F-25 to F-37F-7   F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To the Board of Directors and Stockholders of Avalon GloboCare Corp. Opinion on the Financial Statements   We have audited the accompanying consolidated balance sheets of Avalon GloboCare Corp. and subsidiariesSubsidiaries (the “Company”) as of December 31, 20162017 and 2015,2016, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, (deficit), and cash flows for each of the yeartwo years in the period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period from May 18, 2015 (date of inception) throughended December 31, 2015. 2017, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on these consolidatedthe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.   We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audits, included considerationwe are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.   In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Avalon GloboCare Corp. and subsidiaries as of December 31, 2016 and 2015, and the consolidated results of their operations and their cash flows for the year ended December 31, 2016 and for the period from May 18, 2015 (date of inception) through December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.  Going Concern   The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has a limited operating history with net loss and generated annet cash flow used in operating activities, had working capital deficit and accumulated deficit. These conditions raise substantial doubt about the Company'sCompany’s ability to continue as a going concern. Management's plansManagement’s plan in regard to these matters are also described in Note 2 to the consolidated financial statements.2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.   /s/ RBSM LLP /s/ RBSM LLP We have served as the Company’s auditors since 2016.   New York, New York March 27, 2017 12, 2018 F-2 AVALON GLOBOCARE CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS   December 31,               2016     2015     As of               December 31, 2017     December 31, 2016   ASSETS                 ASSETS                                 CURRENT ASSETS:                                 Cash   $ 2,886,189     $ 109,586     $ 3,027,033     $ 2,886,189   Accounts receivable - related party, net of allowance for doubtful accounts     70,228       -   Prepaid expenses and other     749,796       -   Accounts receivable - net of allowance for doubtful accounts     10,179       —   Accounts receivable - related parties, net of allowance for doubtful accounts     —       70,228   Tenants receivable, net of allowance for doubtful accounts     38,469       —   Security deposit     6,916       —   Inventory     2,667       —   Prepaid expenses and other current assets     149,713       749,796                                   Total Current Assets     3,706,213       109,586       3,234,977       3,706,213                                   OTHER ASSETS:                 Security deposit - noncurrent portion     25,322       —   Prepayment for long-term assets     153,688       —   Property, plant and equipment, net     295       -       48,029       295   Investment in real estate, net     7,623,757       —   Intangible assets, net     1,583,260       —                   Total Other Assets     9,434,056       295                                   Total Assets   $ 3,706,508     $ 109,586     $ 12,669,033     $ 3,706,508                                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 LIABILITIES AND EQUITY                                                 CURRENT LIABILITIES:                                 Accounts payable and accrued liabilities   $ 22,334     $ 16,600   Accounts payable and accrued liabilities - related parties     8,587       18,208   Accounts payable   $ 29     $ —   Accrued liabilities and other payables     262,174       22,334   Accrued liabilities and other payables - related parties     39,927       8,587   Deferred rental income     12,769       —   Loan payable     1,500,000       —   Income taxes payable     20,976       -       —       20,976   VAT and other taxes payable     11,270       -       2,997       11,270   Tenants’ security deposit     92,288       —   Due to related parties     97,150       88,150       450,000       97,150   Refundable deposit     3,000,000       —                                   Total Current Liabilities     160,317       122,958       5,360,184       160,317                                   Commitments and Contingencies - (Note 12)                 Commitments and Contingencies - (Note 19)                                                 STOCKHOLDERS' EQUITY (DEFICIT):                 Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2016 and 2015     -       -   Common stock, $0.0001 par value; 490,000,000 shares authorized; 61,628,622 and 50,000,000 shares issued and outstanding at December 31, 2016 and 2015, respectively     6,163       5,000   EQUITY:                 Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2017 and 2016     —       —   Common stock, $0.0001 par value; 490,000,000 shares authorized; 70,278,622 and 61,628,622 shares issued and outstanding at December 31, 2017 and 2016, respectively     7,028       6,163   Additional paid-in capital     3,681,387       84,000       11,490,285       3,681,387   Accumulated deficit     (53,369 )     (102,372 )     (3,517,654 )     (53,369 ) Statutory reserve     6,578       -       6,578       6,578   Accumulated other comprehensive loss - foreign currency translation adjustment     (94,568 )     -       (91,994 )     (94,568 ) Total Avalon GloboCare Corp. stockholders’ equity     7,894,243       3,546,191   Non-controlling interest     (585,394 )     —                                   Total Stockholders' Equity (Deficit)     3,546,191       (13,372 ) Total Equity     7,308,849       3,546,191                                   Total Liabilities and Stockholders' Equity (Deficit)   $ 3,706,508     $ 109,586   Total Liabilities and Equity   $ 12,669,033     $ 3,706,508     The accompanying notes are an integral part of these consolidated financial statements.   F-3 AVALON GLOBOCARE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS       For the Year     For the Period from       Ended     May 18, 2015 (Date of Inception) through       December 31, 2016     December 31, 2015                 REVENUE                 Revenue   $ -     $ -   Revenue - related parties     616,446       -   Total Revenue     616,446       -                     COST OF REVENUE                 Cost of revenue     -       -   Cost of revenue - related parties     73,066       -   Total Cost of Revenue     73,066       -                     GROSS PROFIT     543,380       -                     OPERATING EXPENSES:                 Selling expense     6,894       -   Professional fees     395,780       83,900   Other general and administrative     63,773       18,480                     Total Operating Expenses     466,447       102,380                     INCOME (LOSS) FROM OPERATIONS     76,933       (102,380 )                   OTHER INCOME                 Interest Income     575       8                     Total Other Income     575       8                     INCOME (LOSS) BEFORE INCOME TAXES     77,508       (102,372 )                   INCOME TAXES     21,927       -                     NET INCOME (LOSS)   $ 55,581     $ (102,372 )                   COMPREHENSIVE LOSS                 NET INCOME (LOSS)     55,581       (102,372 ) OTHER COMPREHENSIVE LOSS                 Unrealized foreign currency translation loss     (94,568 )     -   COMPREHENSIVE LOSS   $ (38,987 )   $ (102,372 )                   NET INCOME (LOSS) PER COMMON SHARES:                 Basic and diluted   $ 0.001     $ (0.002 )                   WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                 Basic and diluted     51,139,475       50,000,000       For the Year Ended     For the Year Ended       December 31, 2017     December 31, 2016                 REVENUES       Real property rental   $ 828,663     $ —   Medical related consulting services - related parties     222,611       616,446   Development services and sales of developed products     26,276       —   Total Revenues     1,077,550       616,446                     COSTS AND EXPENSES                 Real property operating expenses     542,371       —   Medical related consulting services - related parties     272,400       73,066   Development services and sales of developed products     15,016       —   Total Costs and Expenses     829,787       73,066                     REAL PROPERTY OPERATING INCOME     286,292       —   GROSS (LOSS) PROFIT FROM MEDICAL RELATED CONSULTING SERVICES     (49,789 )     543,380   GROSS PROFIT FROM DEVELOPMENT SERVICES AND SALES OF DEVELOPED PRODUCTS     11,260       —                     OTHER OPERATING EXPENSES:                 Selling expenses     15,253       6,894   Compensation and related benefits     1,291,183       10,088   Professional fees     1,033,308       395,780   Other general and administrative     464,544       53,685   Impairment loss     1,321,338       —                     Total Other Operating Expenses     4,125,626       466,447                     (LOSS) INCOME FROM OPERATIONS     (3,877,863 )     76,933                     OTHER INCOME (EXPENSE)                 Interest income     1,370       575   Interest expense     (138,110 )     —   Foreign currency transaction loss     (57,244 )     —   Grant income     22,202       —                     Total Other (Expense) Income, net     (171,782 )     575                     (LOSS) INCOME BEFORE INCOME TAXES     (4,049,645 )     77,508                     INCOME TAXES     —       21,927                     NET (LOSS) INCOME   $ (4,049,645 )   $ 55,581                     LESS: NET (LOSS) INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST     (585,360 )     —                     NET (LOSS) INCOME ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS   $ (3,464,285 )   $ 55,581                     COMPREHENSIVE LOSS:                 NET (LOSS) INCOME     (4,049,645 )     55,581   OTHER COMPREHENSIVE INCOME (LOSS)                 Unrealized foreign currency translation gain (loss)     2,540       (94,568 ) COMPREHENSIVE LOSS   $ (4,047,105 )   $ (38,987 ) LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST     (585,394 )     —   COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS   $ (3,461,711 )   $ (38,987 )                   NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS:                 Basic and diluted   $ (0.05 )   $ 0.00                     WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                 Basic and diluted     65,033,472       51,139,475     The accompanying notes are an integral part of these consolidated financial statements.   F-4 AVALON GLOBOCARE CORP. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY  For the Years Ended December 31, 2016 and 2017                                                                   Avalon GloboCare Corp. Stockholders’ Equity                   Preferred Stock     Common Stock     Additional                 Accumulated                   Number of           Number of           Paid-in     Accumulated     Statutory     Other     Non-controlling     Total       Shares     Amount     Shares     Amount     Capital     Deficit     Reserve     Comprehensive Loss     Interest     Equity                                                                 Balance, December 31, 2015     —     $ —       50,000,000     $ 5,000     $ 84,000     $ (102,372 )   $ —     $ —     $ —     $ (13,372 )                                                                                   Reorganization of company     —       —       1,750,000       175       (175 )     —       —       —       —       —                                                                                     Common shares issued for services     —       —       2,608,622       261       52,289       —       —       —       —       52,550                                                                                     Common shares sold for cash     —       —       7,270,000       727       3,634,273       —       —       —       —       3,635,000                                                                                     AHS founders’ contribution     —       —       —       —       141,000       —       —       —       —       141,000                                                                                     Distribution of Avalon GloboCare Corp.’s shares to AHS’s founders     —       —       —       —       (230,000 )     —       —       —       —       (230,000 )                                                                                   Appropriation to statutory reserve     —       —       —       —       —       (6,578 )     6,578       —       —       —                                                                                     Foreign currency translation adjustment     —       —       —       —       —       —       —       (94,568 )     —       (94,568 )                                                                                   Net income for the year     —       —       —       —       —       55,581       —       —       —       55,581                                                                                     Balance, December 31, 2016     —       —       61,628,622       6,163       3,681,387       (53,369 )     6,578       (94,568 )     —       3,546,191                                                                                     Common shares issued in connection with Share Subscription Agreement     —       —       3,000,000       300       (300 )     —       —       —       —       —                                                                                     Common shares issued for cash, net of issuance costs of $50,625     —       —       5,150,000       515       5,098,860       —       —       —       —       5,099,375                                                                                     Stock-based compensation     —       —       —       —       992,997       —       —       —       —       992,997                                                                                     Intangible assets purchase     —       —       500,000       50       1,717,341       —       —       —       —       1,717,391                                                                                     Foreign currency translation adjustment     —       —       —       —       —       —       ���       2,574       (34 )     2,540                                                                                     Net loss for the year     —       —       —       —       —       (3,464,285 )     —       —       (585,360 )     (4,049,645 )                                                                                   Balance, December 31, 2017     —     $ —       70,278,622     $ 7,028     $ 11,490,285     $ (3,517,654 )   $ 6,578     $ (91,994 )   $ (585,394 )   $ 7,308,849     The accompanying notes are an integral part of these consolidated financial statements. AVALON GLOBOCARE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTSTATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) For the Period from May 18, 2015 (Date of Inception) through December 31, 2015 and the Year Ended December 31, 2016CASH FLOWS       Preferred Stock     Common Stock     Additional                 Accumulated     Total       Number of           Number of           Paid-in     Accumulated     Statutory     Other     Stockholders'       Shares     Amount     Shares     Amount     Capital     Deficit     Reserve     Comprehensive Loss     Equity (Deficit)                                                           Balance, May 18, 2015 (date of inception)     -     $ -       50,000,000     $ 5,000     $ (5,000 )   $ -     $ -     $ -     $ -                                                                             AHS founders' contribution     -       -       -       -       89,000       -       -       -       89,000                                                                             Net loss from May 18, 2015 (date of inception) through December 31, 2015     -       -       -       -       -       (102,372 )     -       -       (102,372 )                                                                           Balance, December 31, 2015     -       -       50,000,000       5,000       84,000       (102,372 )     -       -       (13,372 )                                                                           Reorganization of company     -       -       1,750,000       175       (175 )     -       -       -       -                                                                             Common shares issued for services     -       -       2,608,622       261       52,289       -       -       -       52,550                                                                             Common shares sold for cash     -       -       7,270,000       727       3,634,273       -       -       -       3,635,000                                                                             AHS founders' contribution     -       -       -       -       141,000       -       -       -       141,000                                                                             Distribution of Avalon GloboCare Corp.'s shares to AHS's founders     -       -       -       -       (230,000 )     -       -       -       (230,000 )                                                                           Appropriation to statutory reserve     -       -       -       -       -       (6,578 )     6,578       -       -                                                                             Foreign currency translation adjustment     -       -       -       -       -       -       -       (94,568 )     (94,568 )                                                                           Net income for the year     -       -       -       -       -       55,581       -       -       55,581                                                                             Balance, December 31, 2016     -     $ -       61,628,622     $ 6,163     $ 3,681,387     $ (53,369 )   $ 6,578     $ (94,568 )   $ 3,546,191       For the Year Ended     For the Year Ended       December 31, 2017     December 31, 2016                 CASH FLOWS FROM OPERATING ACTIVITIES:                 Net (loss) income   $ (4,049,645 )   $ 55,581   Adjustments to reconcile net (loss) income from operations to net cash (used in) provided by operating activities:                 Depreciation and amortization     181,637       26   Stock-based compensation     992,997       52,550   Impairment loss     1,321,338       —   Changes in operating assets and liabilities, net of assets and liabilities assumed in business acquisition:                 Accounts receivable     (9,803 )     —   Accounts receivable - related parties     72,187       (73,413 ) Tenants receivable     (38,469 )     —   Inventory     (1,509 )     —   Prepaid expenses and other current assets     (98,917 )     (50,619 ) Security deposit     (30,294 )     —   Accounts payable     28       —   Accrued liabilities and other payables     214,628       5,758   Accrued liabilities and other payables - related parties     31,331       (9,607 ) Deferred rental income     12,769       —   Income taxes payable     (21,561 )     21,927   VAT and other taxes payable     (8,697 )     11,781   Tenants’ security deposit     92,288       —                     NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES     (1,339,692 )     13,984                     CASH FLOWS FROM INVESTING ACTIVITIES:                 Prepayment made for acquisition of real property     —       (700,000 ) Purchase of Avalon GloboCare Corp.’s shares by AHS     —       (230,000 ) Prepayment made for purchase of long-term assets     (148,010 )     —   Purchase of property, plant and equipment     (53,812 )     (334 ) Purchase of intangible assets     (876,087 )     —   Purchase of commercial real estate     (7,008,571 )     —   Cash acquired on acquisition of business     72,032       —                     NET CASH USED IN INVESTING ACTIVITIES     (8,014,448 )     (930,334 )                   CASH FLOWS FROM FINANCING ACTIVITIES                 Proceeds received from loan payable     2,100,000       —   Repayments for loan     (600,000 )     —   Proceeds received from related parties’ advance     210,000       9,000   Repayment for related parties’ advance     (307,150 )     —   Proceeds received from AHS’s founders’ contribution     —       141,000   Refundable deposit in connection with Share Subscription Agreement     3,000,000       —   Proceeds received from sale of common stock     5,150,000       3,635,000   Payment of issuance costs related to sale of common stock     (50,625 )     —                     NET CASH PROVIDED BY FINANCING ACTIVITIES     9,502,225       3,785,000                     EFFECT OF EXCHANGE RATE ON CASH     (7,241 )     (92,047 )                   NET INCREASE IN CASH     140,844       2,776,603                     CASH - beginning of year     2,886,189       109,586                     CASH - end of year   $ 3,027,033     $ 2,886,189                     SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                 Cash paid for:                 Interest   $ —     $ —   Income taxes   $ 21,561     $ —                     NON-CASH INVESTING AND FINANCING ACTIVITIES:                 Common stock issued in connection with Share Subscription Agreement   $ 300     $ —   Distribution of Avalon GloboCare Corp.’s shares to AHS’s founders   $ —     $ 230,000   Acquisition of real estate by decreasing prepayment for property   $ 700,000     $ —   Common stock issued on purchase of intangible assets   $ 500,000     $ —   GenExosome’s shares issued on purchase of intangible assets   $ 1,217,391     $ —   Business acquired on credit   $ 450,000     $ —     The accompanying notes are an integral part of these consolidated financial statements.   F-5 AVALON GLOBOCARE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS     For the Year     For the Period from       Ended     May 18, 2015 (Date of Inception) through       December 31, 2016     December 31, 2015                 CASH FLOWS FROM OPERATING ACTIVITIES:                 Net income (loss)   $ 55,581     $ (102,372 ) Adjustments to reconcile net income (loss) from operations to net cash provided by (used in) operating activities:                 Depreciation expense     26       -   Stock-based professional fees     52,550       -   Changes in operating assets and liabilities:                 Accounts receivable - related party     (73,413 )     -   Prepaid expense and other     (50,619 )     -   Accounts payable and accrued liabilities     5,758       16,600   Accounts payable and accrued liabilities - related parties     (9,607 )     18,208   Income taxes payable     21,927       -   VAT and other taxes payable     11,781       -                     NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES     13,984       (67,564 )                   CASH FLOWS FROM INVESTING ACTIVITIES:                 Prepayment made for acquisition of real property     (700,000 )     -   Purchase of Avalon GloboCare Corp.'s shares by AHS     (230,000 )     -   Purchase of property, plant and equipment     (334 )     -                     NET CASH USED IN INVESTING ACTIVITIES     (930,334 )     -                     CASH FLOWS FROM FINANCING ACTIVITIES                 Proceeds received from related parties' advance     9,000       88,150   Proceeds received from founders' contribution     141,000       89,000   Proceeds from sale of common stock     3,635,000       -                     NET CASH PROVIDED BY FINANCING ACTIVITIES     3,785,000       177,150                     EFFECT OF EXCHANGE RATE ON CASH     (92,047 )     -                     NET INCREASE IN CASH     2,776,603       109,586                     CASH - beginning of period     109,586       -                     CASH - end of year   $ 2,886,189     $ 109,586                     SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                 Cash paid for:                 Interest   $ -     $ -   Income taxes   $ -     $ -                     NON-CASH INVESTING AND FINANCING ACTIVITIES:                 Distribution of Avalon GloboCare Corp.'s shares to founders   $ 230,000     $ -   The accompanying notes are an integral part of these consolidated financial statements. F-6 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 20152017   NOTE 1 –ORGANIZATION AND NATURE OF OPERATIONS   Avalon GloboCare Corp. (f/k/a Global Technologies Corp.) (the “Company” or “AVCO”) is a Delaware corporation. The Company 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 its shares of common stock at a ratio of 1:4. On October 19, 2016, the Company 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 of AHS in exchange for 50,000,000 shares of our common stock (the “AHS Acquisition”). AHS was incorporated on May 18, 2015 under the laws of the State of Delaware. As a result of such acquisition, the Company’s operations now are focused on 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 threetwo major platforms, namely “Avalon Cell”, “Avalon Telemedicine” 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 acquisitions that bring shareholder value both in the short term, through operational entities as part of Avalon Rehab and Avalon Telemedicine, andin the long term, through biomedical innovations as part of Avalon Cell.AHS 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 China.People’s Republic of China (“PRC”). Avalon Shanghai was incorporated on April 29, 2016 and is engaged in medical related consulting services for customers.   For accounting purposes, AHS was the surviving entity. The transaction was accounted for as a recapitalization of AHS pursuant to which AHS was treated as the accounting acquirer, surviving and continuing entity although the Company is the legal acquirer rather than a reverse acquisition.acquirer. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company’s historical financial statements are those of AHS and its wholly-owned subsidiary, Avalon Shanghai immediately following the consummation of this reverse merger transaction.   On January 23, 2017, the Company incorporated Avalon (BVI) Ltd, a British Virgin Island company (dormant to be dissolved). There was no activity for the subsidiary since its incorporation through December 31, 2017. On February 7, 2017, the Company formed Avalon RT 9 Properties, LLC (“Avalon RT 9”), a New Jersey limited liability company. On May 5, 2017, Avalon RT 9 purchased a real property located in Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9 South, Freehold, NJ 07728. This property was purchased to serve as the Company’s world-wide headquarters for all corporate administration and operation. In addition, the property generates rental income. Avalon RT 9 owns this office building. Currently, Avalon RT 9’s business consists of the ownership and operation of the income-producing real estate property in New Jersey. On July 31, 2017, the Company formed GenExosome Technologies Inc. (“GenExosome”) in Nevada. On October 25, 2017, GenExosome and the Company entered into a Securities Purchase Agreement pursuant to which the Company acquired 600 shares of GenExosome in consideration of $1,326,087 in cash and 500,000 shares of common stock of the Company. On October 25, 2017, GenExosome entered into and closed an Asset Purchase Agreement with Yu Zhou, MD, PhD, pursuant to which the Company acquired all assets, including all intellectual property, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies including, but not limited to, patent application number CN 2016 1 0675107.5 (application of an Exosomal MicroRNA in plasma as biomaker to diagnosis liver cancer), patent application number CN 2016 1 0675110.7 (clinical application of circulating exosome carried miRNA-33b in the diagnosis of liver cancer), patent application number CN 2017 1 0330847.X (saliva exosome based methods and composition for the diagnosis, staging and prognosis of oral cancer) and patent application number CN 2017 1 0330835.7 (a novel exosome-based therapeutics against proliferative oral diseases). In consideration of the assets, GenExosome agreed to pay Dr. Zhou $876,087 in cash, transfer 500,000 shares of common stock of the Company to Dr. Zhou and issue Dr. Zhou 400 shares of common stock of GenExosome. As a result of the above transactions, effective October 25, 2017, the Company holds 60% of GenExosome and Dr. Zhou holds 40% of GenExosome. GenExosome is engaged in developing proprietary diagnostic and therapeutic products leveraging its exosome technology and marketing and distributing its proprietary Exosome Isolation Systems. AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 NOTE 1 –ORGANIZATION AND NATURE OF OPERATIONS (continued) On October 25, 2017, GenExosome entered into and closed a Stock Purchase Agreement with Beijing Jieteng (GenExosome) Biotech Co. Ltd., a corporation incorporated in the People’s Republic of China on August 7, 2015 (“Beijing GenExosome”) and Dr. Zhou, the sole shareholder of Beijing GenExosome, pursuant to which GenExosome acquired all of the issued and outstanding securities of Beijing GenExosome in consideration of a cash payment in the amount of $450,000, which shall be paid upon Beijing GenExosome recording the change in ownership with the Ministry of Commerce of the People’s Republic of China in accordance with the Interim Measures for Record Management regarding the Establishment and Change of Foreign-invested Enterprises (revised). Beijing GenExosome is engaged in the development of exosome technology to improve diagnosis and management of diseases. Exosomes are tiny, subcellular, membrane-bound vesicles in diameter of 30-150 nm that are released by almost all cell types and that can carry membrane and cellular proteins, as well as genetic materials that are representative of the cell of origin. Profiling various bio-molecules in exosomes may serve as useful biomarkers for a wide variety of diseases. Beijing GenExosome’s research kits are designed to be used by researchers for biomarker discovery and clinical diagnostic development, and the advancement of targeted therapies. Currently, research kits and service are available to isolate exosomes or extract exosomal RNA/protein from serum/plasma, urine and saliva samples. Beijing GenExosome is seeking to decode proteomic and genomic alterations underlying a wide-range of pathologies, thus allowing for the introduction of novel non-invasive “liquid biopsies”. Its mission is focused toward diagnostic advancements in the fields of oncology, infectious diseases and fibrotic diseases, and discovery of disease-specific exosomes to provide disease origin insight necessary to enable personalized clinical management. Details of the Company’s subsidiaries which are included in these consolidated financial statements as of December 31, 2017 are as follows: Name of Subsidiaries Place and date of Incorporation Percentage of Ownership Principal Activities Avalon Healthcare System, Inc.  (“AHS”)  Delaware  May 18, 2015 100% held by AVCO Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in United States of America (“USA”) Avalon (BVI) Ltd.  (“Avalon BVI”)  Dormant, to be Disolved British Virgin Island  January 23, 2017  100% held by AVCO Dormant Avalon RT 9 Properties LLC  (“Avalon RT 9”)  New Jersey  February 7, 2017  100% held by AVCO Owns and operates an income-producing real property and holds and manages the corporate headquarters Avalon (Shanghai) Healthcare Technology Co., Ltd.  (“Avalon Shanghai”)  PRC  April 29, 2016  100% held by AHS  Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in China  GenExosome Technologies Inc.  (“GenExosome”)  Nevada  July 31, 2017  60% held by AVCO  Develops proprietary diagnostic and therapeutic products leveraging exosome technology and markets and distributes proprietary Exosome Isolation Systems in USA Beijing Jieteng (GenExosome) Biotech Co., Ltd. (“Beijing GenExosome”) PRC  August 7, 2015  100% held by GenExosome  Provides development services for hospitals and sales of related products developed to hospitals in China AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 NOTE 2 –BASIS OF PRESENTATION AND GOING CONCERN   Basis of presentationPresentation   The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and with the rules and regulations of the U.S. Securities and Exchange Commission for financial information.   The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Avalon Healthcare System, Inc. and Avalon (Shanghai) Healthcare Technology Co., Ltd.subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.   Going concernConcern   The Company currently has limited operations. The Company’s operations now are focused on providing outsourced, customized international healthcare services to the rapidly changing health care industry primarily focused in the People’s Republic of China. The Company is also pursuing the provision of these services in the United States as well as certain strategic partnerships and property ownership and management. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business.   As reflected in the accompanying consolidated financial statements, the Company had working capital deficit (total current liabilities in excess of total current assets) and an accumulated deficit of $53,369$2,125,207 and $3,517,654 at December 31, 2016.2017, respectively, and had a net loss and net cash flow used in operating activities of $4,049,645 and $1,339,692 for the year ended December 31, 2017, respectively. The Company has a limited operating history and its continued growth is dependent upon the continuation of providing medical related consulting services to its only three clients who are related parties; henceparties and through performing development services for hospitals and sales of related products developed to its several clients, generating revenues,rental revenue from its income-producing real estate property in New Jersey and generating revenue from proprietary Exosome Isolation Systems by developing proprietary diagnostic and therapeutic products leveraging exosome technology; 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 release date of this report. The Company’s capital requirements for the next twelve months primarily relate to working capital requirements, including marketing expenses, salaries and fees related to third parties’ professional services, capital expenditures and reduction of accrued liabilities, mergers, acquisitions and the development of business opportunities. These uses of cash will depend on numerous factors including its sales and other revenues, and its ability to control costs. All funds received have been expended in the furtherance of growing the business. The Company will need to raise additional funds, particularly if it is unable to generate positive cash flow as a result of its operations. The Company estimates that based on current plans and assumptions, that its available cash will be insufficient to satisfy its cash requirements under its present operating expectations. Other than funds received from the sale of its equity and advances from its related parties, the Company presently has no other significant alternative source of working capital. The Company has used these funds to fund its operating expenses, pay its obligations and grow its business. The Company will need to raise significant additional capital to fund its operations and to provide working capital for its ongoing operations and obligations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. There are no assurances that the Company will be successful in its efforts to generate significant revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. The Company plans 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 the Company on satisfactory terms and conditions, if any. F-7 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 2015 NOTE 2 –BASIS OF PRESENTATION AND GOING CONCERN (continued) Going concern (continued)   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. AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Use of estimatesEstimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the yearyears ended December 31, 20162017 and the period from May 18, 2015 (date of inception) through December 31, 20152016 include the allowance for doubtful accounts, reserve for obsolete inventory, the useful life of property, plant, equipment and equipment,investment in real estate and intangible assets, assumptions used in assessing impairment of long-term assets, the fair value of assets acquired and liabilities assumed in acquisition, valuation of deferred tax assets, accruals for taxes due, and the value of stock-based professional fees.compensation, and valuation of options.   Fair valueValue of financial instrumentsFinancial Instruments and fair value measurementsFair Value Measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:   ·● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.   ·● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.   ·● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.   The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, accounts receivable – related party,parties, tenants receivable, security deposit, inventory, prepaid expenses and other current assets, accounts payable, and accrued liabilities accounts payable and other payables, accrued liabilities and other payables – related parties, deferred rental income, loan payable, income taxes payable, VATValue Added Tax (“VAT”) and other taxes payable, andtenants’ security deposit, due to related parties, and refundable deposit, approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial At December 31, 2017 and 2016, intangible assets or liabilities that arewere measured at fair value on a recurringnonrecurring basis as shown in the following tables.     Quoted Price in Active Markets for Identical Assets  (Level 1)      Significant Other Observable Inputs  (Level 2)      Significant Unobservable Inputs  (Level 3)      Balance at December 31, 2017     Impairment Loss   Patents and other technologies   $ —     $ —     $ 1,583,260     $ 1,583,260     $ 923,769   Goodwill     —       —       —       —       397,569   Total   $ —     $ —     $ 1,583,260     $ 1,583,260     $ 1,321,338   Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs  (Level 3) Balance at December 31,  2016  Impairment Loss Intangible assets $ — $ — $ — $ — $ — AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Fair Value of Financial Instruments and Fair Value Measurements (continued) A rollforward of the level 3 valuation of the financial instrument is as follows:     Patents and other technologies     Goodwill     Total   Balance at December 31, 2016   $ —     $ —     $ —   Intangible assets acquired     2,593,478       397,569       2,991,047   Amortization of intangible assets     (86,449 )     —       (86,449 ) Impairment loss     (923,769 )     (397,569 )     (1,321,338 ) Balance at December 31, 2017   $ 1,583,260     $ —     $ 1,583,260   In December 2017, the Company assessed its long-lived assets for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and it calculated that the estimated undiscounted cash flows were less than the carrying amount of the intangible assets. Based on its analysis, the Company recognized an impairment loss of $1,321,338 for the year ended December 31, 2017, which reduced the value of intangible assets acquired to $1,583,260. There were no intangible assets at December 31, 2016 and 2015.the Company did not record any impairment charge for the year ended December 31, 2016   ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.   Cash Cash consists of cash on hand and cash in banks. The Company maintains cash with various financial institutions in the PRC and United States. At December 31, 20162017 and 2015,2016, cash balances in the PRC are $2,525,630$1,327,009 and $0,$2,525,630, respectively, are uninsured. At December 31, 20162017 and 2015,2016, cash balances in United States are $360,559$1,700,024 and $109,586,$360,559, respectively. The Company has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts.   F-8 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 2015Concentrations of Credit Risk   NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Concentrations of credit risk Currently, a significant portion of the Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.things.   Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, and trade accounts receivable and tenants receivable. A portion of the Company’s cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A small portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivablesreceivable and tenants receivable is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk.risk.   At December 31, 20162017 and 2015,2016, the Company’s cash balances by geographic area were as follows:   Country:   December 31, 2016     December 31, 2015     December 31, 2017   December 31, 2016   United States   $ 360,559       12.5 %   $ 109,586       100.0 %   $ 1,700,024       56.2 %   $ 360,559       12.5 % China     2,525,630       87.5 %     -       -       1,327,009       43.8 %     2,525,630       87.5 % Total cash   $ 2,886,189       100.0 %   $ 109,586       100.0 %   $ 3,027,033       100.0 %   $ 2,886,189       100.0 % AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Accounts Receivable and Allowance for Doubtful Accounts   Accounts receivable – related party and allowance for doubtful accounts Accounts receivable – related party are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection.   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, 2016.2017. The Company historically has not experienced uncollectible accounts from customers granted with credit sales.   Tenants Receivable and Allowance for Doubtful Accounts Tenants receivable are presented net of an allowance for doubtful accounts. Tenants receivable balance consists of base rents, tenant reimbursements and receivables arising from straight-lining of rents primarily represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company’s revenue recognition policy. An allowance for the uncollectible portion of tenant receivable is determined based upon an analysis of the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in Freehold, New Jersey in which the property is located. Management believes that the tenants receivable is fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its tenants receivable at December 31, 2017. Inventory Inventory is stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. A reserve is established when management determines that certain inventory may not be saleable. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company will record reserve for the difference between the cost and the market value. These reserve is recorded based on estimates. The Company did not record any inventory reserve at December 31, 2017. Property, plantPlant and equipmentEquipment Property, plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.   Investment In Real Estate and Depreciation Investment in real estate is carried at cost less accumulated depreciation. The Company depreciates real estate building on a straight-line basis over estimated useful life. The Company capitalizes all capital improvements associated with replacements, improvements or major repairs to real property that extend its useful life and depreciate them using the straight-line method over its estimated useful life. Real estate depreciation expense was $84,814 for the year ended December 31, 2017. The Company charges maintenance and repair costs that do not extend an asset’s useful life to expense as incurred. Intangible Assets Intangible assets consist of goodwill and patents and other technologies. Goodwill represents the excess of the purchase price paid over the fair value of net assets acquired in the business acquisition incurred on October 25, 2017. Goodwill is not amortized, but is tested for impairment at December 31, 2017. Patents and other technologies are being amortized on a straight-line method over the estimated useful life of 5 years. AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Impairment of long-lived assetsLong-lived Assets   In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.  The In December 2017, the Company assessed its long-lived assets for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and it calculated that the estimated undiscounted cash flows were less than the carrying amount of the intangible assets. Based on its analysis, the Company recognized an impairment loss of $1,321,338 for the year ended December 31, 2017, which reduced the value of intangible assets acquired to $1,583,260. There were no intangible assets at December 31, 2016 and the Company did not record any impairment charge for the year ended December 31, 2016 Acquisition Consideration On October 25, 2017, GenExosome entered into and closed a Stock Purchase Agreement with Beijing Jieteng (GenExosome) Biotech Co. Ltd., a corporation incorporated in the period from May 18, 2015 (datePeople’s Republic of inception) throughChina (“Beijing GenExosome”) and Dr. Zhou, the sole shareholder of Beijing GenExosome, pursuant to which GenExosome acquired all of the issued and outstanding securities of Beijing GenExosome in consideration of a cash payment in the amount of $450,000, which shall be paid upon Beijing GenExosome recording the change in ownership with the Ministry of Commerce of the People’s Republic of China in accordance with the Interim Measures for Record Management regarding the Establishment and Change of Foreign-invested Enterprises (revised). On October 25, 2017, Dr. Zhou was appointed to the board of directors of GenExosome and served as Co-chief executive officer of GenExosome. As of December 31, 2015. F-9 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 20152017, the unpaid acquisition consideration of $450,000 was included in due to related parties on the accompanying consolidated balance sheets.   NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)Deferred Rental Income   Value added taxDeferred rental income represents rental income collected but not earned as of the reporting date. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of December 31, 2017 and 2016, deferred rental income totaled $12,769 and $0, respectively.   The CompanyValue Added Tax Avalon Shanghai is subject to a value added tax (“VAT”VAT”) of 6% for providing medical related consulting service.services and Beijing GenExosome is subject to a VAT of 3% for performing development services and sales of related products developed. The amount of VAT liability is determined by applying the applicable tax raterates to the invoiced amount of medical related consulting services provided and the invoiced amount of development services provided and sales of related products developed (output VAT)VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT)VAT). The Company reports revenue net of PRC’s value added tax for all the periods presented in the consolidated statements of operations and comprehensive loss.   Revenue recognitionRecognition   Pursuant to the guidance of ASC Topic 605, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the purchase price is fixed or determinable and collectability is reasonably assured.   AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Recognition (continued) Types of revenue: ● Rental revenue from leasing commercial property under operating leases with terms of generally two years or more. ● Service fees under consulting agreements with related parties to provide medical related consulting services to its clients. The Company is paid for its services by its clients pursuant to the terms of the written consulting agreements. Each contract calls for a fixed payment in a fixed period of time. ● Service fees under agreements to perform development services for hospitals. The Company does not perform contracts that are contingent upon successful results. ● Sales of developed products to hospitals in connection with performing development services. Revenue recognition criteria: ● The Company recognizes rental revenue from its commercial leases on a straight-line basis over the life of the lease including rent holidays, if any. Straight-line rent receivable consists of the difference between the tenants’ rents calculated on a straight-line basis from the date of lease commencement over the remaining terms of the related leases and the tenants’ actual rents due under the lease agreements and is included in tenants receivable in the accompanying consolidated balance sheets. Revenues associated with operating expense recoveries are recognized in the period in which the expenses are incurred. ● The Company recognizes revenue by providing medical related consulting services under written service contracts with its customers. Revenue related to its 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. ● Revenue from development services performed under hospital contracts is recognized when it is earned pursuant to the terms of the contract. Each contract calls for a fixed dollar amount with a specified time period. These contracts generally involve up-front payment. Revenue is recognized for these projects as services are provided. ● Revenue from sales of developed items to hospitals resulting from its development services, which call for the transfer of other items developed during the projects to the customers, is recognized when the item is shipped to the customer and title is transferred. The Company providesdoes not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. Government Grant Government grants are recognized at their fair value where there is reasonable assurance that the grant will be received and all attaching conditions are complied with. Real Property Operating Expenses Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to the Company’s rental properties. Medical Related Consulting Services Costs Costs of medical related consulting services to its clients. The Company is paid fees for its services by its clients under written consulting agreements. Each contract calls for a fixed payment in a fixed periodincludes the cost of time. The Company recognizes revenue by providing medical related consulting services under written service contracts with its customers. Revenue related to its 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. Cost of revenue Cost of consulting services includes internal labor and related benefits, travel expenses related to consulting services, subcontractor costs, other related consulting costs, and other overhead costs. Subcontractor costs were costs related to medical related consulting services incurred by our subcontractor, such as medical professional’s compensation and travel costs. AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017   NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Development Services and Sales of Developed Products Costs Costs of development services and sales of developed items to hospitals includes inventory costs, materials and supplies costs, depreciation, internal labor and related benefits, and other overhead costs incurred. Stock-based compensationCompensation   Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC TopicAccounting 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 (presumptively, the vesting period).award. The Financial Accounting Standards Board (“FASB”)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 determinedrecognized over the period of services or the vesting period, whichever is applicable. Compensation expense for unvested options to non-employees is re-measured at the “measurement date.” The expenseeach balance sheet date and is recognizedbeing amortized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain.options. Shipping and Handling Costs Shipping and handling costs are expensed as incurred and are included in selling expenses. The Company records compensation expense based ondid not incur any shipping and handling costs in the fair value of the award at the reporting date.years ended December 31, 2017 and 2016.   Research and developmentDevelopment Expenditures for research and product development costs are expensed as incurred. The Company did not incur any research and development costs during the yearyears ended December 31, 20162017 and the period from May 18, 2015 (date of inception) through December 31, 2015.2016.   Advertising and Marketing Costs All costs related to advertising and marketing are expensed as incurred. The Company did not incur any advertising and marketing expenses during the yearyears ended December 31, 20162017 and the period from May 18, 2015 (date of inception) through December 31, 2015. F-10 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 20152016.   NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Income taxesTaxes   The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.   The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 20162017 and 2015,2016, the Company had no significant uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax year that remains subject to examination is the years ended December 31, 2017, 2016 and 2015. The Company recognizes interest and penalties related to significant uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of December 31, 20162017 and 2015.2016. AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017   NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Foreign currency translationCurrency Translation   The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company, AHS, Avalon RT 9, and its wholly-owned U.S. subsidiary, Avalon Healthcare System Inc.GenExosome, is the U.S. dollar and the functional currency of the Company’s its wholly-owned PRC subsidiary, Avalon (Shanghai) Healthcare Technology Co., Ltd.,Shanghai and Beijing GenExosome, is the Chinese Renminbi (“RMB”). For the subsidiarysubsidiaries whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.   All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.   Asset and liability accounts at December 31, 2017 and 2016 were translated at 6.5067 RMB to $1.00 and at 6.9448 RMB to $1.00, respectively, which waswere the exchange raterates on the balance sheet date.dates. Equity accounts were stated at their historical rates. The average translation raterates applied to the statements of operations and comprehensive loss for the yearyears ended December 31, 2017 and 2016 waswere 6.7563 RMB and 6.6435 RMB to $1.00.$1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate.   Comprehensive lossLoss   Comprehensive loss is comprised of net (loss) income (loss) and all changes to the statements of stockholders’ equity, (deficit), except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the yearyears ended December 31, 2017 and 2016 consisted of net (loss) income (loss) and unrealized lossgain (loss) from foreign currency translation adjustment.   Earnings (loss) per sharePer Share Data   ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.   F-11 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 2015 NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) EarningsBasic net (loss) per share (continued) Basic earningsincome per share are computed by dividing net (loss) income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income (loss) per share is computed by dividing net (loss) income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted earningsnet (loss) income per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following table presents a reconciliation of basic and diluted net (loss) income per share: AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017  NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Per Share Data (continued)     Year Ended December 31, 2017     Year Ended December 31, 2016   Net (loss) income available to Avalon GloboCare Corp. for basic and diluted net (loss) income per share of common stock   $ (3,464,285 )   $ 55,581   Weighted average common stock outstanding - basic and diluted     65,033,472       51,139,475   Net (loss) income per common share attributable to Avalon GloboCare Corp. - basic and diluted   $ (0.05 )   $ 0.00   For the year ended December 31, 2017, stock options to purchase 2,290,000 shares of common stock have been excluded from the computation of diluted loss per share as their effect would be anti-dilutive. The Company did not have any common stock equivalents and potentially dilutive common stock outstanding during the year ended December 31, 2016 and during the period from May 18, 2015 (date2016. Non-controlling Interest As of inception) through December 31, 2015.The following table presents a reconciliation2017, Dr. Yu Zhou, director and Co-Chief Executive Officer of basic and diluted net income (loss) per share:GenExosome who owned 40% of the equity interests of GenExosome, which is not under the Company’s control.       Year Ended December 31, 2016     Period from May 18, 2015 (Date of Inception) through December 31, 2015   Net income (loss) for basic and diluted net income (loss) per share of common stock   $ 55,581     $ (102,372 ) Weighted average common stock outstanding - basic and diluted     51,139,475       50,000,000   Net income (loss) per common share - basic and diluted   $ 0.001     $ (0.002 ) Segment Reporting   Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. All of the Company's operations are considered by theThe Company’s chief operating decision maker to be aggregated in one reportable operating segment. Currently, allis the chief executive officer (“CEO”) and president of the Company’s customers are inCompany, who reviews operating results to make decisions about allocating resources and assessing performance for the People’s Republic of China and all income is derived from consulting services.entire Company.   The Company has determined that it has three reportable business segments: real property operating segment, medical related consulting services segment, and development services and sales of developed products segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. Related partiesParties   Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions.   Business Acquisition The Company accounts for business acquisition in accordance with ASC No. 805, Business Combinations. The assets acquired and liabilities assumed from the acquired business are recorded at fair value, with the residual of the purchase price recorded as goodwill. The result of operations of the acquired business is included in the Company’s operating result from the date of acquisition. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. F-17 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017  NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Reverse stock splitStock Split The Company effected ana one-for-four reverse stock split of its common stock on October 18, 2016. All share and per share information has been retroactively adjusted to reflect this reverse stock split. Fiscal year endYear End   The Company has adopted a fiscal year end of December 31st.   F-12 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 2015Recent Accounting Pronouncements   NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recent accounting pronouncements In AugustFebruary 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. This pronouncement is effective for reporting periods beginning after December 15, 2018 using a modified retrospective adoption method.The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued 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. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance will be effective for the Company in the first fiscal quarter of 2018 on a prospective basis, and early adoption is currently evaluatingpermitted. The Company does not expect the standard to have a material impact it may have on its consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation: Scope of Modification Accounting. The guidance clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. This guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s 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 the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.   NOTE 4 – PREPAID EXPENSES AND OTHER At December 31, 2016 and 2015, prepaid expenses and other consisted of the following:     December 31, 2016     December 31, 2015   Prepayment for acquisition of real property (see note 12 Real property purchase agreement)   $ 700,000     $ -   Other     49,796       -       $ 749,796     $ -   NOTE 5 –PROPERTY, PLANT AND EQUIPMENT At December 31, 2016 and 2015, property, plant and equipment consisted of the following:     Useful life   December 31, 2016     December 31, 2015   Office equipment   3 Years   $ 320     $ -   Less: accumulated depreciation         (25 )     -           $ 295     $ -   For the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015, depreciation expense amounted to $26 and $0, respectively, which was included in operating expenses. NOTE 6 –ACCOUNTS PAYABLE AND ACCRUED LIABILITIES At December 31, 2016 and 2015, accounts payable and accrued liabilities consisted of the following:     December 31, 2016     December 31, 2015   Accrued professional fees   $ 14,080     $ 16,600   Other     8,254       -       $ 22,334     $ 16,600   F-13F-18     AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 20152017    NOTE 4 –ACQUISITION The Company accounts for acquisition using the acquisition method of accounting, whereby the results of operations are included in the financial statements from the date of acquisition. The purchase price is allocated to the acquired assets and assumed liabilities based on their estimated fair values at the date of acquisition, and any excess is allocated to goodwill. Effective October 25, 2017, pursuant to the Stock Purchase Agreement as discussed in Note 1, the Company’s majority owned subsidiary, GenExosome, acquired 100% of Beijing GenExosome. In according to the acquisition, Beijing GenExosome’s assets and liabilities were recorded at their fair values as of the effective date, October 25, 2017, and the results of operations of Beijing GenExosome are consolidated with results of operations of the Company, starting on October 25, 2017. The purchase price exceeded the fair value of net assets acquired by $397,569. The Company allocated the $397,569 excess to goodwill. The results of operations of Beijing GenExosome are included in the consolidated results of operations of the Company from the effective date of October 25, 2017 to December 31, 2017. For the period from the effective date of October 25, 2017 to December 31, 2017, revenue and net loss included in the consolidated statements of operations from Beijing GenExosome amounted to $26,276 and $30,327, respectively. In connection with the combination, for the year ended December 31, 2017, the Company incurred acquisition related costs of $101,236 which, pursuant to ASC 805, are expensed and included in professional fees on the accompanying consolidated statements of operations. In connection with the acquisition, the Company entered into an at will employment agreement with the former sole shareholder of Beijing GenExosome. The Company determined that the consideration under this employment agreement did not qualify as additional purchase consideration. The fair value of the assets acquired and liabilities assumed from Beijing GenExosome are as follows:     October 25, 2017   Assets acquired:         Cash   $ 72,032   Inventory     1,081   Prepaid expenses     142   Security deposit     753   Property, plant and equipment     3,346   Intangible assets - goodwill     397,569   Total assets     474,923   Liabilities assumed:         Accrued liabilities and other payables     24,923   Total liabilities     24,923   Purchase price   $ 450,000   Net assets were valued at their respective carrying amounts, which the Company believes approximate their current fair values at the acquisition date. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. In December 2017, the Company assessed goodwill for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and the Company calculated that the estimated undiscounted cash flows were less than the carrying amount of goodwill. Based on the Company’s analysis, the Company recognized an impairment loss of $397,569 for the year ended December 31, 2017, which reduced the value of goodwill resulted from the acquisition to zero (See Note 10). F-19 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017  NOTE 4 –ACQUISITION (continued) The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Beijing GenExosome had occurred as of the beginning of the following periods:     Year Ended December 31, 2017     Year Ended December 31, 2016   Net revenues   $ 1,077,550     $ 671,863   Net loss   $ (4,171,807 )   $ (405,983 ) Net loss attributable to Avalon GloboCare Corp.   $ (3,561,650 )   $ (420,879 ) Net loss per share   $ (0.05 )   $ (0.01 ) Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results.  NOTE 5 –INVENTORY At December 31, 2017 and 2016, inventory consisted of the following:     December 31, 2017     December 31, 2016   Raw material   $ 2,667     $ —         2,667       —   Less: reserve for obsolete inventory     —       —       $ 2,667     $ —   NOTE 6 – PREPAID EXPENSES AND OTHER CURRENT ASSETS At December 31, 2017 and 2016, prepaid expenses and other current assets consisted of the following:     December 31, 2017     December 31, 2016   Prepaid professional fees   $ 65,000     $ 32,004   Prepaid dues and subscriptions     49,167       —   Prepayment for acquisition of real property     —       700,000   Other     35,546       17,792       $ 149,713     $ 749,796   NOTE 7 –PREPAYMENT FOR LONG-TERM ASSETS At December 31, 2017 and 2016, prepayment for long-term assets consisted of the following:     December 31, 2017     December 31, 2016   Prepayment for manufacturing equipment purchased   $ 153,688     $ —       $ 153,688     $ —   F-20 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017  NOTE 8 – PROPERTY, PLANT AND EQUIPMENT At December 31, 2017 and 2016, property, plant and equipment consisted of the following:     Useful life   December 31, 2017     December 31, 2016   Laboratory equipment   5 Years   $ 3,685     $ —   Office equipment and furniture   3 – 10 Years     31,440       320   Leasehold improvement   1.75 Years     24,551       —             59,676       320   Less: accumulated depreciation         (11,647 )     (25 )         $ 48,029     $ 295   For the years ended December 31, 2017 and 2016, depreciation expense of property, plant and equipment amounted to $10,374 and $26, respectively, of which, $1,321 and $0 was included in real property operating expenses, $112 and $0 was included in costs of development services and sales of developed products, and $8,941 and $26 was included in other operating expenses, respectively. NOTE 9 –INVESTMENT IN REAL ESTATE At December 31, 2017 and 2016, investment in real estate consisted of the following:     Useful life   December 31, 2017     December 31, 2016   Commercial real property   39 Years   $ 7,708,571     $ —   Less: accumulated depreciation         (84,814 )     —           $ 7,623,757     $ —   For the year ended December 31, 2017, depreciation expense of this commercial real property amounted to $84,814, which was included in real property operating expenses. NOTE 10 – INTANGIBLE ASSETS On October 25, 2017, GenExosome entered into and closed an Asset Purchase Agreement with Yu Zhou, MD, PhD, pursuant to which the Company acquired four patents and other technologies from Dr. Zhou in consideration of $876,087 in cash and 500,000 shares of common stock of the Company and 400 shares of common stock of GenExosome (See Note 1). In connection with the intangible assets purchase, the fair value of 500,000 shares of the Company’s common stock given to acquire those intangible assets was $500,000 which was valued based on the most recent sale price of the Company’s common share and the fair value of 400 shares of GenExosome’s common stock given to acquire those intangible assets was $1,217,391 which was valued based on the most recent sale price of 600 shares of GenExosome’s common stock, which was sold to the Company on October 25, 2017 pursuant to the Securities Purchase Agreement entered into by GenExosome and the Company. To determine the fair value of GenExosome’s equity consideration given to acquire those intangible assets, the Company used the fair value of the Company’s common share since it was determined to be a better indicator of the fair value of the consideration given to acquire those intangible assets. The valuation of identifiable intangible assets acquired, representing developed technologies, reflects management’s estimates, and is amortized over the period of estimated benefit using the straight-line method and the estimated useful lives of five years. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. In December 2017, the Company assessed its four patents and other technologies for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and the Company calculated that the estimated undiscounted cash flows were less than the carrying amount of those patents and other technologies. Based on the Company’s analysis, the Company recognized an impairment loss of $923,769 for the year ended December 31, 2017, which reduced the value of four patents and other technologies purchased to $1,583,260. F-21 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017  NOTE 10 – INTANGIBLE ASSETS (continued) In addition, in connection with the acquisition of Beijing GenExosome (See Note 4), the purchase price exceeded the fair value of net assets acquired by $397,569. The Company allocated the $397,569 excess to goodwill. Goodwill is not amortized, but is tested for impairment at December 31, 2017. In December 2017, the Company assessed its goodwill for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and the Company calculated that the estimated undiscounted cash flows were less than the carrying amount of goodwill. Based on the Company’s analysis, the Company recognized an impairment loss of $397,569 for the year ended December 31, 2017, which reduced the value of goodwill acquired to zero. At December 31, 2017 and 2016, intangible assets consisted of the following:     Useful Life   December 31, 2017     December 31, 2016   Patents and other technologies   5 Years   $ 2,593,478     $ —   Goodwill         397,569       —     Less: accumulated amortization         (86,449 )     —     Less: impairment loss         (1,321,338 )     —           $ 1,583,260     $ —   For the years ended December 31, 2017 and 2016, amortization expense amounted to $86,449 and $0, respectively. Amortization of intangible assets attributable to future periods is as follows: Year ending December 31:     Amortization amount   2018     $ 327,571   2019       327,571   2020       327,571   2021       327,571   2022       272,976         $ 1,583,260   NOTE 11 – ACCRUED LIABILITIES AND OTHER PAYABLES At December 31, 2017 and 2016, accrued liabilities and other payables consisted of the following:     December 31, 2017     December 31, 2016   Accrued interest   $ 138,110     $ —   Accrued professional fees     82,913       14,080   Other     41,151       8,254       $ 262,174     $ 22,334   NOTE 12 –LOAN PAYABLE On April 19, 2017, the Company entered into a loan agreement, providing for the issuance of a loan in the principal amount of $2,100,000. The term of the loan is one year. The annual interest rate for the loan is 10%. The loan is guaranteed by the Company’s Chairman, Mr. Wenzhao Lu. The Company repaid principal of $600,000 in the fourth quarter of 2017. At December 31, 2017, the outstanding principal balance of the loan and related accrued and unpaid interest for the loan was $1,500,000 and $138,110, respectively. F-22 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017  NOTE 13 – VAT AND OTHER TAXES PAYABLE   At December 31, 20162017 and 2015,2016, VAT and other taxes payable consisted of the following:     December 31, 2016     December 31, 2015     December 31, 2017   December 31, 2016   VAT tax payable   $ 8,768     $ -   VAT payable   $ 819     $ 8,768   Other taxes payable     2,502       -       2,178       2,502     $ 11,270     $ -     $ 2,997     $ 11,270     NOTE 814 – RELATED PARTY TRANSACTIONS   Medical Related Consulting Services Revenue from related partiesRelated Parties and accounts receivableAccounts Receivable – related partyRelated Parties   During the yearyears ended December 31, 2017 and 2016, and the period from May 18, 2015 (date of inception) through December 31, 2015,medical related consulting services revenue from related parties was as follows:     Year Ended December 31, 2016     Period from May 18, 2015 (Date of Inception) through December 31, 2015     Year Ended December 31, 2017   Year Ended December 31, 2016   Medical related consulting services provided to:                                 Shanghai Daopei (1)   $ 313,946     $ -   Beijing Nanshan (2)     162,500       -   Beijing Nanshan (1)   $ 155,035     $ 162,500   Shanghai Daopei (2)     67,576       313,946   Hebei Yanda (3)     140,000       -       —       140,000     $ 616,446     $ -     $ 222,611     $ 616,446     (1) Shanghai DaopeiBeijing Nanshan is a subsidiary of a companyan entity whose chairman is Wenzhao Lu, the major shareholder of the Company. (2) Beijing NanshanShanghai Daopei is a subsidiary of a companyan entity whose chairman is Wenzhao Lu, the major shareholder of the Company. (3) Hebei Yanda is a subsidiary of a companyan entity whose chairman is Wenzhao Lu, the major shareholder of the Company.   Accounts receivable – related party,parties, net of allowance for doubtful accounts, at December 31, 20162017 and 20152016 amounted to $70,228$0 and $0,$70,228, respectively, and were related to consulting services provided to Shanghai Daopei, a Chinese entity whose chairman is Wenzhao Lu, the major shareholder of the 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 partyparties at December 31, 2017 and 2016.   Accounts payableAccrued Liabilities and accrued liabilitiesOther Payables – related partiesRelated Parties   At December 31, 20162017 and 2015,2016, the Company owed David Jin, its shareholder, chief executive officer, president and board member, of $6,278$15,387 and $18,208,$6,278, respectively, for travel and other miscellaneous reimbursements, which have been included in accounts payable and accrued liabilities and other payable – related parties on the accompanying consolidated balance sheets.   At December 31, 20162017 and 2015,2016, the Company owed Meng Li, its shareholder, chief operating officer and board member, of $309$0 and $0,$309, respectively, for travel and other miscellaneous reimbursements, which have been included in accounts payableaccrued liabilities and accrued liabilitiesother payables – related parties on the accompanying consolidated balance sheets.   On October 17, 2016, the Company entered into a lease for office space in New Jersey with a related party (the “Office“AHS Office Lease”). Pursuant to the AHS Office Lease, the monthly rent iswas $1,000. The term of theAHS Office Lease is one year commencing on November 1, 2016 and will expire on October 31,was terminated in August 2017. As of December 31, 2017 and 2016, the accrued and unpaid rent expense related to this AHS Office Lease amounted to $0 and $2,000, respectively, which was included in accounts payableaccrued liabilities and accrued liabilitiesother payables – related parties on the accompanying consolidated balance sheets.   At December 31, 2017, the Company owed Yu Zhou, co-chief executive officer of GenExosome, of $24,540 for December 2017 accrued payroll, travel and other miscellaneous reimbursements, which have been included in accrued liabilities and other payable – related parties on the accompanying consolidated balance sheets. F-14F-23     AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 20152017    NOTE 814 – RELATED PARTY TRANSACTIONS (continued)   Due to related partiesRelated Parties   From time to time, David Jin, shareholder, chief executive officer, president and board member of the Company, provided advances to the Company to supplement its working capital needs. Those advances are short-term in nature, non-interest bearing, unsecured and payable on demand. TheDuring the year ended December 31, 2017, the Company repaid $500 working capital advance to David Jin. As of $500 at December 31, 2017 and 2016, the working capital advance balance was $0 and 2015$500, respectively, which was reflected as due to related parties on the accompanying consolidated balance sheets.   From time to time, Meng Li, shareholder, chief operating officer and board member of the Company, provided advances to the Company to supplement its working capital needs. Those advances are short-term in nature, non-interest bearing, unsecured and payable on demand. TheDuring the year ended December 31, 2017, the Company repaid $87,650 working capital advance to Meng Li. As of $87,650 at December 31, 2017 and 2016, the working capital advance was $0 and 2015$87,650, respectively, which was reflected as due to related parties on the accompanying consolidated balance sheets.   From time to time, Wenzhao Lu, major shareholder and chairman oftheBoard of Directors and board member of the Company, provided advances to the Company to supplement its working capital needs. Those advances are short-term in nature, non-interest bearing, unsecured and payable on demand. TheDuring the year ended December 31, 2017, the Company received working capital advance from Wenzhao Lu of $9,000$20,000 and $0 atrepaid $29,000 to him. As of December 31, 2017 and 2016, the working capital advance was $0 and 2015,$9,000, respectively, which was reflected as due to related parties on the accompanying consolidated balance sheets. During the year ended December 31, 2017, the Company received advance from a company, which is controlled by Wenzhao Lu, the Company’s major shareholder and chairman of the Board of Directors of the Company, of $190,000 for general working capital purpose. The advance is unsecured, non-interest bearing and repayable on demand, and repaid in full in year 2017. In connection with the acquisition discussed in Note 1 and Note 4, the Company acquired Beijing GenExosome in cash payment of $450,000, which will be paid upon Beijing GenExosome recording the change in ownership with the Ministry of Commerce of the People’s Republic of China in accordance with the Interim Measures for Record Management regarding the Establishment and Change of Foreign-invested Enterprises (revised). On October 25, 2017, Dr. Yu Zhou, the former sole shareholder of Beijing GenExosome, was appointed to the board of directors of GenExosome and served as co-chief executive officer of GenExosome. As of December 31, 2017, the unpaid acquisition consideration of $450,000 was payable to Dr. Yu Zhou, co-chief executive officer and board member of GenExosome, and reflected as due to related parties on the accompanying consolidated balance sheets.   Distribution to AHS’s foundersFounders   On September 14, 2016, AHS entered into a stock purchase agreement (the "September Agreement"“September Agreement”) to acquire 1,500,000 shares of restricted common stock (the “Control Shares”) of Global Technologies Corp., which subsequently changed its name on October 18, 2016 to Avalon GloboCare Corp., for a purchase price of $230,000. Upon purchase of the Control Shares, AHS beneficially owned shares of common stock representing control of Global Technologies Corp.. 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 its 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.   Operating leaseLease   On October 17, 2016, the CompanyAHS entered into a lease for office space in New Jersey with a related party (the “Office“AHS Office Lease”). Pursuant to the AHS Office Lease, the monthly rent is $1,000. The AHS Office Lease was terminated in August 2017. For the years ended December 31, 2017 and 2016, rent expense related to the AHS Office Lease amounted to $8,000 and $2,000, respectively. Real Property Management Agreement The Company pays a company, which is controlled by Wenzhao Lu, the Company’s major shareholder and chairman of the Board of Directors, for the management of its commercial real property located in New Jersey. The monthly property management fee is $5,417. The term of the Office Leaseproperty management agreement is one yeartwo years commencing on November 1, 2016May 5, 2017 and will expire on October 31, 2017.May 4, 2019. For the year ended December 31, 2016, rent expense2017, the management fee related to the Office Leaseproperty management agreement amounted to $2,000.$43,336.   Future minimum rental payment required under the Office Lease is as follows: F-24 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017    Year Ending December 31:   Amount   2017   $ 10,000   NOTE 915 – INCOME TAXES   The Company is governed by the Income Tax Law of the PRC and the U.S. Internal Revenue Code of 1986, as amended. Under the Income Tax Laws of PRC, Chinese companies are generally subject to an income tax at an effective rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. The Company’s subsidiary, Avalon Shanghai, is subject to the statutory rate. rate of 25%. Beijing GenExosome is subjected to PRC income taxat a preferential rate of 10% due to its small size with minimal taxable income in according to PRC taxes laws. The Company has a cumulative undistributed earningsdeficit from its foreign subsidiarysubsidiaries of approximately $59,000$183,000 as of December 31, 2016,2017, which is included in the consolidated accumulated deficit and will continue to be indefinitely reinvested in the Company’s PRC operations. Accordingly, no provision has been made for any deferred taxes related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have to be provided if we concluded that such earnings will be remitted in the future. F-15 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 2015deficit.   NOTE 9 – INCOME TAXES (continued) The U.S. tax reform bill that Congress voted to approve December 20, 2017, also known as the “Tax Cuts and Jobs Act”, made sweeping modifications to the Internal Revenue Code, including a much lower corporate tax rate, changes to credits and deductions, and a move to a territorial system for corporations that have overseas earnings. The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%.   As of December 31, 2016,2017, the Company has incurred an aggregate net operating loss of approximately $113,000$1,481,000 for income taxes purposes. The net operating loss carries forward for United States income taxes and may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, through 2036.2037. Management believes that it appears more likely than not that the Company will not realize these tax benefits due to the Company’s limited operating history and continuing losses for United States income taxes purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset benefit related to the U.S. net operating loss carry forward to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as necessary.   The Company’s (loss) income (loss) before income taxes includes the following components:       For the Year Ended December 31, 2016     For the Period from May 18, 2015 (Date of Inception) through December 31, 2015   United States   $ (10,202 )   $ (102,372 ) China     87,710       -   Total   $ 77,508     $ (102,372 )     Year Ended December 31, 2017     Year Ended December 31, 2016   United States loss before income taxes   $ (3,794,872 )   $ (10,202 ) China (loss) income before income taxes     (254,773 )     87,710      Total (loss) income before income taxes   $ (4,049,645 )   $ 77,508     The table below summarizes Note: included in the United States loss before income taxes is $1,433,074, which will not be included in the Company’s consolidated income tax return, because the Company owns only 60% of GenExosome. The U.S. tax law requires 80% ownership to consolidate.  Components of income taxes provision:expense consisted of the following:   Income taxes provision:   Year Ended December 31, 2016     Period from May 18, 2015 (Date of Inception) through December 31, 2015   Current   $ 21,927     $ -   Deferred     -       -   Total provision for income taxes   $ 21,927     $ -       Year Ended December 31, 2017     Year Ended December 31, 2016   Current:                    U.S. federal   $ —     $ —      U.S. state and local     —       —      China     —       21,927        Total current income taxes expense   $ —     $ 21,927   Deferred:                    U.S. federal   $ —     $ —      U.S. state and local     —       —      China     —       —        Total deferred income taxes expense   $ —     $ —          Total income taxes expense   $ —     $ 21,927     The table below summarizes the differences between the U.S. statutory rate and the Company’s effective tax rate for the years ended December 31, 2017 and 2016:     Year Ended December 31, 2017     Year Ended December 31, 2016   U.S. federal rate     34.0 %     34.0 % U.S. state rate     5.0 %     5.0 % Non-deductible expenses     (22.3 )%     —   U.S. effective rate in excess of China tax rate     (1.0 )%     (15.8 )% U.S. valuation allowance     (15.7 )%     5.1 % Total provision for income taxes     0.0 %     28.3 % F-25 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017  NOTE 15 – INCOME TAXES (continued) For the year ended December 31, 2016 and2017, the period from May 18, 2015 (date of inception) through December 31, 2015:     Year Ended December 31, 2016     Period from May 18, 2015 (Date of Inception) through December 31, 2015   U.S. statutory rate     34.0 %     34.0 % Delaware state rate     5.0 %     5.0 % U.S. effective rate in excess of China tax rate     (15.8 )%     -   U.S. valuation allowance     5.1 %     (39.0 )% Total provision for income taxes     28.3 %     -   Company did not incur any income taxes expense since it did not generate any taxable income in 2017. For the year ended December 31, 2016, income taxes expense related to our operations in the PRC amounted to $21,927.   The Company’s approximate net deferred tax assets as of December 31, 20162017 and 20152016 were as follows:   Deferred tax assets:   December 31, 2016     December 31, 2015     December 31, 2017   December 31, 2016   Net U.S. operating loss carryforward   $ 43,904     $ 39,925     $ 420,695     $ 43,904   Valuation allowance     (43,904 )     (39,925 )     (420,695 )     (43,904 ) Net deferred tax assets   $ -     $ -     $ —     $ —     At December 31, 20162017 and 2015,2016, the valuation allowance was $43,904$420,695 and $39,925$43,904 related to the U.S. net operating loss carryforward, respectively. During the year ended December 31, 2016,2017, the valuation allowance increased by approximately $4,000.$377,000.  The Company provided a valuation allowance equal to the deferred income tax assets for the yearyears ended December 31, 20162017 and the period from May 18, 2015 (date of inception) through December 31, 20152016 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The potential tax benefit arising from the loss carryforward will expire in 2036.2037. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to special tax rules which may limit their usage under IRS Section 382 (Change of Ownership) and possibly the Separate Return Limitation Year (“SRLY”) rules. If necessary, the deferred tax assets will be reduced by any carryforward that expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance.   The Company has been notified and assessed an IRS Section 6038 penalty of $10,000 for failure to file a foreign entity tax disclosure. The Company has appealed the penalty and awaits the Internal Revenue Service’s review of the appeal. There is no assurance such appeal will be successful. The Company does not have any significant uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2017, 2016 and 2015 Corporate Income Tax Returns are subject to Internal Revenue Service examination.   F-16 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 2015NOTE 16 – EQUITY   NOTE 10 – STOCKHOLDERS’ EQUITY (DEFICIT) Shares authorizedAuthorized   The Company is authorized to issue 10,000,000 shares of preferred stock and 490,000,000 shares of common shares with a par value of $0.0001.$0.0001 per share.   There are no shares of its preferred stock issued and outstanding as of December 31, 20162017 and 2015.2016.   There are 61,628,62270,278,622 and 50,000,00061,628,622 shares of its common stock issued and outstanding as of December 31, 2017 and 2016, and 2015.respectively.   AHS’s founders’ contribution Between May 18, 2015 (date of inception) and December 31, 2015, AHS’s founders contributed $89,000 to the CompanyCommon Shares Issued for working capital needs and the Company recorded an increase in additional paid-in capital. During the year ended December 31, 2016, AHS’s founders contributed $141,000 to the Company for working capital needs and the Company recorded an increase in additional paid-in capital. Common shares issued for servicesServices   On October 19, 2016, pursuant to a legal service agreement, the Company issued 1,056,122 shares of its common stock to a third party for legal services rendered. These shares were valued at the fair value of services rendered at $21,500. For the year ended December 31, 2016, in connection with the issuance of these shares, the Company recorded stock-based professional fees of $21,500.   On October 19, 2016, pursuant to a consulting service agreement, the Company issued 1,552,500 shares of its common stock to a third party for consulting services rendered in the areas of capital markets advisory. These shares were valued at the fair value of services rendered at $31,050. In connection with the issuance of these shares, the Company recorded stock-based professional fees of $31,050 for the year ended December 31, 2016.   Common shares soldShares Sold for cashCash   On December 19, 2016, the Company sold 7,270,000 shares of common stock at a purchase price of $0.50 per share to several investors pursuant to subscription agreements. The Company did not engage a placement agent with respect to the sale. The Company received proceeds of $3,635,000.   F-26 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 NOTE 16 – EQUITY (continued) Common Shares Sold for Cash (continued) During the fourth quarter of 2017, the Company sold 5,150,000 shares of common stock at a purchase price of $1.00 per share to several investors pursuant to subscription agreements. The Company received net proceeds of $5,099,375, net of placement agent service fee of $50,625. The offer, sale and issuance of the above securities was made to accredited investors and the Company relied upon the exemptions contained in Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation was employed in offering the securities. The offer and sales were made to accredited investors and transfer of the common stock issued was restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.  The accredited investors acknowledged that they were not aware of nor did it review any registration statement or prospectus filed by the Company with the SEC. AHS’s Founders’ Contribution During the year ended December 31, 2016, AHS’s founders contributed $141,000 to the Company for working capital needs and the Company recorded an increase in additional paid-in capital. Distribution of Avalon GloboCare Corp’s sharesShares to AHS’s foundersFounders   During the year ended December 31, 2016, AHS made a distribution of Avalon GloboCare Corp.’s shares to AHS’s three founders/owners which was treated as a return of capital in the equity accounts and was recorded as a reduction in additional paid-in capital (See note 8, Distribution to founders). NOTE 11 -STATUTORY RESERVE Avalon Shanghai operates in the PRC, are required to reserve 10% of its net profit after income tax, as determined in accordance with the PRC accounting rules and regulations. Appropriation to the statutory reserve by the Company is based on profit arrived at under PRC accounting standards for business enterprises for each year. The profit arrived at must be set off against any accumulated losses sustained by the Company in prior years, before allocation is made to the statutory reserve. Appropriation to the statutory reserve must be made before distribution of dividends to shareholders. The appropriation is required until the statutory reserve reaches 50% of the registered capital. This statutory reserve is not distributable in the form of cash dividends. The Company made an appropriation to statutory reserve for Avalon Shanghai of $6,578 during the year ended December 31, 2016. F-17 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 2015 NOTE 12 – COMMITMENTS AND CONTINCENGIES Severance payments The Company has employment agreements with certain employees that provided severance payments upon termination of employment under certain circumstances, as defined in the applicable agreements. The Company has estimated its possible severance payments of approximately $302,000 as of December 31, 2016, which have not been reflected in its consolidated financial statements since the Company concluded that the likelihood is remote at this moment. Capital market consulting service contract On October 19, 2016, the Company entered into a one-year consulting service agreement with a third party who has agreed to provide certain consulting service in the areas of capital markets advisory to the Company. The agreement expires on October 15, 2017. In accordance with this agreement, the Company pays a flat cash fee of $12,000 per month.   Legal service contract On November 22, 2016, the Company entered into a legal service agreement with a law firm who has agreed to provide legal and corporate advisory services to the Company. The term of this agreement is on a month to month basis. In accordance to this service agreement, the Company pays a flat cash fee of $15,000 per month. At December 31, 2016, the accrued legal service fees related to the service agreement was $10,000 which was included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. Financial consulting service contract On October 17, 2016, the Company entered into a one-year consulting service agreement with a consultant who has agreed to provide financial consulting service to the Company. In accordance with this agreement, the Company pays a flat fee of $4,800 per month commencing on October 20, 2016. At December 31, 2016, the accrued service fees related to the service agreement was $1,600 which was included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. Real property purchase agreement On December 22, 2016, the Company 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”). The purchase price to be paid by the CompanyCommon Shares Issued for the Property is $7,600,000 in cash. Upon execution of the PurchaseShare Subscription Agreement the Company was required to deposit $700,000 with Seller's escrow agent. The purchase of the Property was expected to close on February 15, 2017. The Company made the payment of $700,000 in December 2016 which was included in prepaid expenses and other on the accompanying consolidated balance sheets. The Company signed a supplemental and amendatory agreement with the seller and the purchase was closed on May 5, 2017 (see note 15 Real property purchase supplemental and amendatory agreement). NOTE 13 - CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenue for the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015. Customer   Year Ended December 31, 2016     Period from May 18, 2015 (Date of Inception) through December 31, 2015   A (Shanghai Daopei, a related party)     51 %     0   B (Beijing Nanshan, a related party)     26 %     0   C (Hebei Yanda, a related party)     23 %     0   One customer, who was a related party, accounted for 100% of the Company’s total outstanding accounts receivable at December 31, 2016. F-18 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 2015 NOTE 13 – CONCENTRATIONS (continued) Suppliers No supplier accounted for 10% or more of the Company’s purchase during the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015. No supplier accounted for 10% of the Company’s total outstanding accounts payable at December 31, 2016 and 2015. Concentrations of credit risk At December 31, 2016 and 2015, cash balances in the PRC are $2,525,630 and $0, respectively, are uninsured. The Company has not experienced any losses in PRC bank accounts and believes it is not exposed to any risks on its cash in PRC bank accounts. The Company maintains its cash in United States bank and financial institution deposits that at times may exceed federally insured limits. As of December 31, 2016 and 2015, the Company’s cash balances in United States bank accounts had approximately $80,000 and $0 in excess of the federally-insured limits, respectively. The Company has not experienced any losses in its United States bank accounts through and as of the date of this report. NOTE 14 –RESTRICTED NET ASSETS A portion of the Company’s operations are conducted through its PRC subsidiary, which can only pay dividends out of its retained earnings determined in accordance with the accounting standards and regulations in the PRC and after it has met the PRC requirements for appropriation to statutory reserve. In addition, the Company’s businesses and assets are primarily denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. These currency exchange control procedures imposed by the PRC government authorities may restrict the ability of the Company’s PRC subsidiary to transfer its net assets to the Parent Company through loans, advances or cash dividends. The Company’s PRC subsidiary’s net assets as of December 31, 2016 and 2015 did not exceed 25% of the Company’s consolidated net assets. Accordingly, condensed Parent Company financial statements have not been required in accordance with Rule 5-04 and Rule 12-04 of SEC Regulation S-X. NOTE 15 –SUBSEQUENT EVENTS Subscription agreement   On March 3, 2017, the Company entered into and closed a Subscription Agreement with an accredited investor (the "March“March 2017 Accredited Investor"Investor”) pursuant to which the March 2017 Accredited Investor purchased 3,000,000 shares of the Company’s common stock (“March 2017 Shares”) for a purchase price of $3,000,000 (the “Purchase Price”).   The offer, sale and issuance of the above securities was made to an accredited investor and the Company relied upon the exemptions contained in Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation was employed in offering the securities. The offer and sale was made to an accredited investor and transfer of the common stock issued was restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.   F-19 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 and 2015 NOTE 15 –SUBSEQUENT EVENTS (continued) Subscription agreement (continued) The Company,  Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), Beijing DOING Biomedical Technology Co., Ltd. (“DOING”), who is an unaffiliated third party, and the March 2017 Accredited Investor 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 the Company. Further,  Wenzhao Lu, a director and shareholder of the Company, and DOING entered into a Warranty Agreement. Pursuant to the Warranty Agreement, Mr. Wenzhao Lu agreed to (i) cause the Company 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-month 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. These March 2017 Shares were deemed as debt due to the mandatorily redeemable feature of the shares that embody an unconditional obligation requiring the Company to repurchase the shares by transferring $3,000,000 with interest of 20% should the terms of the BCC Repayment Obligation not met within one year pursuant to ASC 480 “Distinguishing Liabilities from Equity”. Real property purchase supplemental and amendatory agreement On December 22, 2016, the Company 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”). The purchase price to be paid by the Company for the Property is $7,600,000 in cash. Upon execution of the Purchase Agreement, the Company was required to deposit $700,000 with Seller’s escrow agent, which the Company paid in December 2016. The purchase of the Property was expected to close on February 15, 2017. The Company signed a supplemental and amendatory agreement with the seller and the purchase was closed on May 5, 2017 (see Note 12 under Real property purchase agreement). F-20 AVALON GLOBOCARE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS     March 31,     December 31,       2017     2016       (Unaudited)         ASSETS                                   CURRENT ASSETS:                 Cash   $ 5,431,228     $ 2,886,189   Accounts receivable - related party, net of allowance for doubtful accounts     70,213       70,228   Prepaid expenses and other     749,668       749,796                     Total Current Assets     6,251,109       3,706,213                     OTHER ASSETS:                 Security deposit     23,905       -   Property, plant and equipment, net     271       295                     Total Other Assets     24,176       295                     Total Assets   $ 6,275,285     $ 3,706,508                     LIABILITIES AND STOCKHOLDERS' EQUITY                                   CURRENT LIABILITIES:                 Accounts payable and accrued liabilities   $ 51,539     $ 22,334   Accounts payable and accrued liabilities - related parties     24,846       8,587   Income taxes payable     -       20,976   VAT and other taxes payable     6,329       11,270   Due to related parties     97,150       97,150   Refundable deposit     3,000,000       -                     Total Current Liabilities     3,179,864       160,317                     Commitments and Contingencies - (Note 11)                                   STOCKHOLDERS' EQUITY:                 Preferred stock, $0.0001 par value; 10,000,000 shares authorized;      no shares issued and outstanding at March 31, 2017 and December 31, 2016     -       -   Common stock, $0.0001 par value; 490,000,000 shares authorized; 64,628,622 and 61,628,622 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively     6,463       6,163   Additional paid-in capital     3,819,421       3,681,387   Accumulated deficit     (602,702 )     (53,369 ) Statutory reserve     6,578       6,578   Accumulated other comprehensive loss - foreign currency translation adjustment     (134,339 )     (94,568 )                   Total Stockholders' Equity     3,095,421       3,546,191                     Total Liabilities and Stockholders' Equity   $ 6,275,285     $ 3,706,508   The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.  F-21 AVALON GLOBOCARE CORP. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS     For the Three Months Ended March 31,       2017     2016                 REVENUE                 Revenue   $ -     $ -   Revenue - related party     66,286       -   Total Revenue     66,286       -                     COST OF REVENUE                 Cost of revenue     -       -   Cost of revenue - related party     99,581       -   Total Cost of Revenue     99,581       -                     GROSS LOSS     (33,295 )     -                     OPERATING EXPENSES:                 Selling expense     8,711       -   Professional fees     207,218       36,075   Other general and administrative     243,659       23,404                     Total Operating Expenses     459,588       59,479                     LOSS FROM OPERATIONS     (492,883 )     (59,479 )                   OTHER INCOME (EXPENSE)                 Interest Income     794       8   Foreign currency transaction loss     (57,244 )     -                     Total Other (Expense) Income, net     (56,450 )     8                     LOSS BEFORE INCOME TAXES     (549,333 )     (59,471 )                   INCOME TAXES     -       -                     NET LOSS   $ (549,333 )   $ (59,471 )                   COMPREHENSIVE LOSS                 NET LOSS     (549,333 )     (59,471 ) OTHER COMPREHENSIVE LOSS                 Unrealized foreign currency translation loss     (39,771 )     -   COMPREHENSIVE LOSS   $ (589,104 )   $ (59,471 )                   NET LOSS PER COMMON SHARES:                 Basic and diluted   $ (0.009 )   $ (0.001 )                   WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                 Basic and diluted     62,595,289       50,000,000   The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.  F-22 AVALON GLOBOCARE CORP. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the Three Months Ended March 31, 2017     Preferred Stock     Common Stock     Additional                 Accumulated     Total       Number of           Number of           Paid-in     Accumulated     Statutory     Other     Stockholders'       Shares     Amount     Shares     Amount     Capital     Deficit     Reserve     Comprehensive Loss     Equity                                                           Balance, December 31, 2016     -     $ -       61,628,622     $ 6,163     $ 3,681,387     $ (53,369 )   $ 6,578     $ (94,568 )   $ 3,546,191                                                                             Common shares issued in connection with Share Subscription Agreement     -       -       3,000,000       300       (300 )     -       -       -       -                                                                             Options granted for service     -       -       -       -       138,334       -       -       -       138,334                                                                             Foreign currency translation adjustment     -       -       -       -       -       -       -       (39,771 )     (39,771 )                                                                           Net loss for the three months ended March 31, 2017     -       -       -       -       -       (549,333 )     -       -       (549,333 )                                                                           Balance, March 31, 2017     -     $ -       64,628,622     $ 6,463     $ 3,819,421     $ (602,702 )   $ 6,578     $ (134,339 )   $ 3,095,421   The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.  F-23 AVALON GLOBOCARE CORP. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     For the Three Months Ended March 31,       2017     2016                 CASH FLOWS FROM OPERATING ACTIVITIES:                 Net loss   $ (549,333 )   $ (59,471 ) Adjustments to reconcile net loss from operations to net cash used in operating activities:                 Depreciation expense     26       -   Stock-based compensation     138,334       -   Changes in operating assets and liabilities:                 Accounts receivable - related party     547       -   Prepaid expense and other     2,254       -   Security deposit     (23,922 )     -   Accounts payable and accrued liabilities     29,202       (9,700 ) Accounts payable and accrued liabilities - related parties     16,257       (2,138 ) Income taxes payable     (21,150 )     -   VAT and other taxes payable     (5,029 )     -                     NET CASH USED IN OPERATING ACTIVITIES     (412,814 )     (71,309 )                   CASH FLOWS FROM INVESTING ACTIVITIES:                 Prepayment made for acquisition of real property     (2,000 )     -                     NET CASH USED IN INVESTING ACTIVITIES     (2,000 )     -                     CASH FLOWS FROM FINANCING ACTIVITIES                 Proceeds received from related parties' advance     -       9,000   Proceeds received from AHS's founders' contribution     -       141,000   Refundable deposit in connection with Share Subscription Agreement     3,000,000       -                     NET CASH PROVIDED BY FINANCING ACTIVITIES     3,000,000       150,000                     EFFECT OF EXCHANGE RATE ON CASH     (40,147 )     -                     NET INCREASE IN CASH     2,545,039       78,691                     CASH - beginning of period     2,886,189       109,586                     CASH - end of period   $ 5,431,228     $ 188,277                     SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                 Cash paid for:                 Interest   $ -     $ -   Income taxes   $ 21,150     $ -                     NON-CASH INVESTING AND FINANCING ACTIVITIES:                 Stock issued in connection with Share Subscription Agreement   $ 300     $ -   The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.  F-24 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2017 NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Avalon GloboCare Corp. (f/k/a Global Technologies Corp.) (the “Company”) is a Delaware corporation. The Company 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 its shares of common stock at a ratio of 1:4. On October 19, 2016, the Company 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 of AHS in exchange for 50,000,000 shares of our common stock (the “AHS Acquisition”).  AHS was incorporated on May 18, 2015 under the laws of the State of Delaware. As a result of such acquisition, the Company’s operations now are focused on 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, as well as fertility and rehabilitation medicine. We plan to integrate these services through joint ventures and acquisitions that bring shareholder value both in the short term, through operational entities as part of Avalon Rehab and in the long term, through biomedical innovations as part of Avalon Cell. AHS 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 China. Avalon Shanghai was incorporated on April 29, 2016 and is engaged in medical related consulting services for customers. For accounting purposes, AHS was the surviving entity. The transaction was accounted for as a recapitalization of AHS pursuant to which AHS was treated as the accounting acquirer, surviving and continuing entity although the Company is the legal acquirer. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company’s historical financial statements are those of AHS and its wholly-owned subsidiary, Avalon Shanghai immediately following the consummation of this reverse merger transaction. On February 7, 2017, the Company formed Avalon RT 9 Properties, LLC, a New Jersey limited liability company, and on January 23, 2017, the Company incorporated Avalon (BVI) Ltd, a British Virgin Island company. There was no activity for these two newly formed subsidiaries since their formation and/or incorporation through March 31, 2017. NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN Basis of presentation These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the unaudited condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on March 28, 2017. Going concern The Company currently has limited operations. The Company’s operations now are focused on providing outsourced, customized international healthcare services to the rapidly changing health care industry primarily focused in the People’s Republic of China. The Company is also pursuing the provision of these services in the United States as well as certain strategic partnerships and property ownership and management. These unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business.  F-25 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2017 NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN (continued) Going concern (continued) As reflected in the accompanying unaudited condensed consolidated financial statements, the Company had an accumulated deficit of $602,702 at March 31, 2017 and had a net loss and net cash flow used in operating activities of $549,333 and $412,814 for the three months ended March 31, 2017, respectively. The Company has a limited operating history and its 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 release date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. There are no assurances that the Company will be successful in its efforts to generate significant revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. The Company plans 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 the Company on satisfactory terms and conditions, if any. The accompanying unaudited condensed 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. NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three months ended March 31, 2017 and 2016 include the allowance for doubtful accounts, the useful life of property and equipment, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets, accruals for taxes due, and valuation of options. Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: · Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. · Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. · Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable – related party, prepaid expenses and other, accounts payable and accrued liabilities, accounts payable and accrued liabilities – related parties, income taxes payable, Value Added Tax (“VAT”) and other taxes payable, due to related parties, and refundable deposit, approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.  F-26 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2017 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Cash Cash consists of cash on hand and cash in banks. The Company maintains cash with various financial institutions in the PRC and United States. At March 31, 2017 and December 31, 2016, cash balances in the PRC are $310,881 and $2,525,630, respectively, are uninsured. At March 31, 2017 and December 31, 2016, cash balances in United States are $5,120,347 and $360,559, respectively. The Company has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts. Concentrations of credit risk Currently, a significant portion of the Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. A portion of the Company’s cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A small portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. At March 31, 2017 and December 31, 2016, the Company’s cash balances by geographic area were as follows: Country:   March 31, 2017     December 31, 2016   United States   $ 5,120,347       94.3 %   $ 360,559       12.5 % China     310,881       5.7 %     2,525,630       87.5 % Total cash   $ 5,431,228       100.0 %   $ 2,886,189       100.0 % Accounts receivable – related party and allowance for doubtful accounts Accounts receivable – related party are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. 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 March 31, 2017 and December 31, 2016. The Company historically has not experienced uncollectible accounts from customers granted with credit sales. Property, plant and equipment Property, plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.  F-27 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2017 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.  The Company did not record any impairment charge for the three months ended March 31, 2017 and 2016. Value added tax The Company is subject to a value added tax (“VAT”) of 6% for providing consulting service. The amount of  VAT  liability is determined by applying the applicable tax rate to the invoiced amount of consulting services provided (output  VAT ) less  VAT  paid on purchases made with the relevant supporting invoices (input  VAT ). The Company reports revenue net of PRC’s value added tax for all the periods presented in the unaudited condensed consolidated statements of operations and comprehensive loss. Revenue recognition Pursuant to the guidance of ASC Topic 605, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the purchase price is fixed or determinable and collectability is reasonably assured. The Company provides medical related consulting services to its clients. The Company is paid for its services by its clients pursuant to the terms of the written consulting agreements. Each contract calls for a fixed payment in a fixed period of time. The Company recognizes revenue by providing medical related consulting services under written service contracts with its customers. Revenue related to its 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. Cost of revenue Cost of consulting services includes internal labor and related benefits, travel expenses related to consulting services, subcontractor costs, other related consulting costs, and other overhead costs. Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 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 (presumptively, the vesting period). The Financial Accounting Standards Board (“FASB”) 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 vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company records compensation expense based on the fair value of the award at the reporting date. Research and development Expenditures for research and product development costs are expensed as incurred. The Company did not incur any research and development costs during the three months ended March 31, 2017 and 2016.  F-28 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2017 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Advertising All costs related to advertising are expensed as incurred. The Company did not incur any advertising expenses during the three months ended March 31, 2017 and 2016. Income taxes The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of March 31, 2017 and December 31, 2016, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax year that remains subject to examination is the years ended December 31, 2016 and 2015. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of March 31, 2017 and December 31, 2016. Foreign currency translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company and its wholly-owned U.S. subsidiaries, Avalon Healthcare System Inc., Avalon RT 9 Properties, LLC, and Avalon (BVI) Ltd., is the U.S. dollar and the functional currency of the Company’s its wholly-owned PRC subsidiary, Avalon (Shanghai) Healthcare Technology Co., Ltd., is the Chinese Renminbi (“RMB”). For the subsidiary whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at March 31, 2017 and December 31, 2016 were translated at 6.8926 RMB to $1.00 and at 6.9448 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rate applied to the statements of operationsfor the three months ended March 31, 2017 was 6.8877 RMB to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. Comprehensive loss Comprehensive loss is comprised of net loss and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the three months ended March 31, 2017 and 2016 consisted of net loss and unrealized loss from foreign currency translation adjustment.  F-29 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2017 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Earnings (loss) per share ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings (loss) per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share are computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted earnings (loss) per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following table presents a reconciliation of basic and diluted net loss per share:     Three Months Ended March 31,       2017     2016   Net loss for basic and diluted net loss per share of common stock   $ (549,333 )   $ (59,471 ) Weighted average common stock outstanding - basic and diluted     62,595,289       50,000,000   Net loss per common share - basic and diluted   $ (0.009 )   $ (0.001 ) For the three months ended March 31, 2017, stock options to purchase 111,111 shares of common stock have been excluded from the computation of diluted loss per share as their effect would be anti-dilutive. Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. All of the Company's operations are considered by the chief operating decision maker to be aggregated in one reportable operating segment. Currently, all of the Company’s customers are in the People’s Republic of China and all income is derived from consulting services. Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions. Reverse stock split The Company effected an one-for-four reverse stock split of its common stock on October 18, 2016. All share and per share information has been retroactively adjusted to reflect this reverse stock split. Fiscal year end The Company has adopted a fiscal year end of December 31st.  F-30 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2017 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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. The Company is currently evaluating the impact it may have on its 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 the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. NOTE 4 – PREPAID EXPENSES AND OTHER At March 31, 2017 and December 31, 2016, prepaid expenses and other consisted of the following:     March 31, 2017     December 31, 2016   Prepayment for acquisition of real property (see note 11 Real property purchase agreement)   $ 702,000     $ 700,000   Other     47,668       49,796       $ 749,668     $ 749,796   NOTE 5 – PROPERTY, PLANT AND EQUIPMENT At March 31, 2017 and December 31, 2016, property, plant and equipment consisted of the following:     Useful life   March 31, 2017     December 31, 2016   Office equipment   3 Years   $ 322     $ 320   Less: accumulated depreciation         (51 )     (25 )         $ 271     $ 295   For the three months ended March 31, 2017 and 2016, depreciation expense amounted to $26 and $0, respectively, which was included in operating expenses. NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES At March 31, 2017 and December 31, 2016, accounts payable and accrued liabilities consisted of the following:     March 31, 2017     December 31, 2016   Accrued professional fees   $ 43,793     $ 14,080   Other     7,746       8,254       $ 51,539     $ 22,334    F-31 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2017 NOTE 7 – VAT AND OTHER TAXES PAYABLE At March 31, 2017 and December 31, 2016, VAT and other taxes payable consisted of the following:     March 31, 2017     December 31, 2016   VAT tax payable   $ 3,974     $ 8,768   Other taxes payable     2,355       2,502       $ 6,329     $ 11,270   NOTE 8 – RELATED PARTY TRANSACTIONS Revenue from related parties and accounts receivable – related party During the three months ended March 31, 2017 and 2016, revenue from related parties was as follows:     Three Months Ended March 31,       2017     2016   Medical related consulting services provided to:                 Shanghai Daopei (1)   $ 66,286     $ -       $ 66,286     $ -   (1) Shanghai Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the major shareholder of the Company. Accounts receivable – related party, net of allowance for doubtful accounts, at March 31, 2017 and December 31, 2016 amounted to $70,213 and $70,228, respectively, and were related to consulting services provided to Shanghai Daopei, a Chinese entity whose chairman is Wenzhao Lu, the major shareholder of the 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 March 31, 2017 and December 31, 2016. Accounts payable and accrued liabilities – related parties At March 31, 2017 and December 31, 2016, the Company owed David Jin, its shareholder, chief executive officer, president and board member, of $19,535 and $6,278, respectively, for travel reimbursements which have been included in accounts payable and accrued liabilities – related parties on the accompanying consolidated balance sheets. At March 31, 2017 and December 31, 2016, the Company owed Meng Li, its shareholder, chief operating officer and board member, of $311 and $309, 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, the Company entered into a lease for office space in New Jersey with a related party (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 March 31, 2017 and December 31, 2016, the accrued and unpaid rent expense related to this Office Lease amounted to $5,000 and $2,000, respectively, 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, shareholder, chief executive officer, president and board member of the Company, provided advances to the 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 March 31, 2017 and December 31, 2016, was reflected as due to related parties on the accompanying consolidated balance sheets.  F-32 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2017 NOTE 8 – RELATED PARTY TRANSACTIONS (continued) Due to related parties (continued) From time to time, Meng Li, shareholder, chief operating officer and board member of the Company, provided advances to the 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 March 31, 2017 and December 31, 2016, was reflected as due to related parties on the accompanying consolidated balance sheets. From time to time, Wenzhao Lu, major shareholder, chairman of the Board of Directors and board member of the Company, provided advances to the 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 at March 31, 2017 and December 31, 2016, was reflected as due to related parties on the accompanying consolidated balance sheets. Operating lease On October 17, 2016, AHS entered into a lease for office space in New Jersey with a related party (the “AHS Office Lease”). Pursuant to the AHS Office Lease, the monthly rent is $1,000. The term of the AHS Office Lease is one year commencing on November 1, 2016 and will expire on October 31, 2017. For the three months ended March 31, 2017, rent expense related to the AHS Office Lease amounted to $3,000. Future minimum rental payment required under the AHS Office Lease is as follows: Twelve-month Period Ending March 31:   Amount   2018   $ 7,000   NOTE 9 – STOCKHOLDERS’ EQUITY Shares authorized The Company is authorized to issue 10,000,000 shares of preferred stock and 490,000,000 shares of common shares with a par value of $0.0001. There are no shares of its preferred stock issued and outstanding as of March 31, 2017 and December 31, 2016. There are 64,628,622 and 61,628,622 shares of its common stock issued and outstanding as of March 31, 2017 and December 31, 2016. Common shares issued for Share Subscription Agreement On March 3, 2017, the Company 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 the Company’s common stock (“March 2017 Shares”) for a purchase price of $3,000,000 (the “Purchase Price”). The offer, sale and issuance of the above securities was made to an accredited investor and the Company relied upon the exemptions contained in Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation was employed in offering the securities. The offer and sale was made to an accredited investor and transfer of the common stock issued was restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.  F-33 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2017 NOTE 9 – STOCKHOLDERS’ EQUITY (continued) Common shares issued for Share Subscription Agreement (continued) The Company, Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), Beijing DOING Biomedical Technology Co., Ltd. (“DOING”), who is an unaffiliated third party, and the March 2017 Accredited Investor 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 Accredited 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 an annual 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 the Company. Further, Wenzhao Lu, a director and shareholder of the Company, and DOING entered into a Warranty Agreement. Pursuant to the Warranty Agreement, Mr. Lu agreed to (i) cause the Company 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. Lu to acquire the March 2017 Shares at $1.20 per share upon three-month notice, and (iv) in the event Mr. 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.price. AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017   NOTE 16 – EQUITY (continued) Common Shares Issued for Share Subscription Agreement (continued) The Company received cash payment of $3,000,000 as an earnest money from DOING in connection with the 3,000,000 common stock issued to the March 2017 Accredited Investor who is an entrusted party that holds the shares on behalf of DOING and recorded the $3,000,000 as refundable deposit on the accompanying condensed consolidated balance sheets. Upon DOING completing the registration of the acquisition of the March 2017 Shares with the BCC and obtaining an Enterprise Overseas Investment Certificate from BCC, the Company will cancel the stock certificate issued under the March 2017 Accredited Investor’s name as an entrusted holder of the shares and the Company will issue a new stock certificate under DOING’s name. The $3,000,000 refundable deposit, which paid by DOING as an earnest money will be applied as the proceeds for issuance of the 3,000,000 shares of the Company’s common stock under DOING’s name at the closing date.date.   TheThe Company is subject to the contingency of paying interest liability upon the request of DOING if DOING fails to complete the registration and obtain the Enterprise Overseas Investment Certificate within one year. The Company records accrual for such contingency based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history and the specifics of this matter. The Company did not accrue any interest for theBCC Repayment Obligation sincemanagement has evaluated the claim and concluded the likelihood of the claim is remote.   OptionsCommon Shares Issued for Intangible Assets Purchased On October 25, 2017, GenExosome entered into and closed an Asset Purchase Agreement with Yu Zhou, MD, PhD, pursuant to which the Company acquired four patents and other technologies from Dr. Zhou in consideration of $876,087 in cash and 500,000 shares of common stock of the Company and 400 shares of common stock of GenExosome (See Note 1). The fair value of 500,000 shares of the Company’s common stock given to acquire those intangible assets was $500,000 which was valued based on the most recent sale price of the Company’s common share.   In FebruaryA portion of consideration given for the intangible assets acquisition is in the form of GenExosome’s equity interest.The fair value of 400 shares of GenExosome’s common stock given to acquire those intangible assets was $1,217,391 which was valued based on the most recent sale price of 600 shares of GenExosome’s common stock, which was sold to the Company on October 25, 2017 pursuant to the Securities Purchase Agreement entered into by GenExosome and Marchthe Company. The fair value of 400 shares of GenExosome’s common stock was recorded as additional paid-in capital. To determine the fair value of GenExosome’s equity consideration given to acquire those intangible assets, the Company used the fair value of equity interest issued since it was determined to be a better indicator than the fair value of the intangible assets acquired.Therefore, the measurement of fair value of GenExosome’s equity interest is based on the fair value of the 400 shares of GenExosome’s common stock given for the intangible assets acquisition since it is determined to be more clearly evident and, thus, more reliably measurable. Options The Company did not have any options activity during the year ended December 31, 2016. Employee stock option activities for the year ended December 31, 2017 were as follows:     Number of Options     Weighted Average Exercise Price   Outstanding at December 31, 2016     —     $ —   Granted     2,110,000       0.54   Exercised     —       —   Outstanding at December 31, 2017     2,110,000       0.54   Options exercisable at December 31, 2017     681,111     $ 0.59   Options expected to vest     1,428,889     $ 0.51   AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 NOTE 16 – EQUITY (continued) Options (continued) Non-employee stock option activities for the year ended December 31, 2017 were as follows:     Number of Options     Weighted Average Exercise Price   Outstanding at December 31, 2016     —     $ —   Granted     180,000       1.00   Exercised     —       —   Outstanding at December 31, 2017     180,000       1.00   Options exercisable at December 31, 2017     —     $ —   Options expected to vest     180,000     $ 1.00   During the year ended December 31, 2017, the Company granted a total of 111,1112,000,000 options to the Company’sits Chief Financial Officer (“CFO”) at a fixed exercise price of $0.50 per share and granted 60,000 and 50,000 options to its three directors at a fixed exercise price of $1.49 and $1.00, respectively, per share. The 111,1112,000,000 options granted to the Company’s CFO are exercisable for ten years and the 110,000 options granted to the Company’s three directors are exercisable for five years. In addition, the Company granted 180,000 options to a consulting services provider at a fixed exercise price of $1.00 per share for a term of three years in the fourth quarter of 2017. The fair value of these options granted during the options of $138,334year ended December 31, 2017 was determined using the Black-Scholes option-pricing model and using the following assumptions: Dividend rate - 0; Terms (in years) - 10.0; Volatility – 455.73% Dividend rate 0 Terms (in years) 3.0-10.0 Volatility 298.49% to 597.16% Risk-free interest rate 1.74% to 2.40% The aggregate fair value of the options granted to 534.84%; Risk-free interest rate – 2.36% to 2.40%. In connection withemployee and directors during the option grant, for the three monthsyear ended MarchDecember 31, 2017 the Company recognized stock-basedwas $2,719,960, of which, $843,881 has been reflected as compensation of $138,334and related benefits on the accompanying condensed consolidated statements of operations because the options were deemed fully earned and non-cancellable on the grant date. StockOption activities for the three months ended Marchnon-cancellable. As of December 31, 2017, werethe aggregate value of nonvested employee options was $1,876,079, which will be amortized as follows:stock-based compensation expense as the options are vesting, over the remaining 2.1 years.     Number of Options     Weighted Average Exercise Price   Balance at December 31, 2016     -     $ -   Granted     111,111       0.50   Exercised     -       -   Balance at March 31, 2017     111,111       0.50   Option exercisable at March 31, 2017     111,111     $ 0.50     The totalaggregate fair value of the options granted to non-employee during the year ended December 31, 2017 was $447,348, of which, $149,116 has been reflected as professional fees on the accompanying consolidated statements of operations. As of December 31, 2017, the aggregate value of nonvested non-employee options was $298,232, which will be amortized as stock-based compensation expense over the remaining 0.33 years. The aggregate intrinsic valuevalues of the stock options outstanding and the stock options exercisable at MarchDecember 31, 2017 was $110,000.$4,405,600 and $1,297,822, respectively.    F-34 A summary of the status of the Company’s nonvested employee stock options granted as of December 31, 2017 and changes during the year ended December 31, 2017 is presented below:         Number of Options     Weighted Average Exercise Price     Grant Date Fair Value   Nonvested at December 31, 2016       —     $ —     $ —   Granted       2,110,000       0.54       2,719,960   Vested       681,111       0.59       843,881   Forfeited       —       —       —   Nonvested at December 31, 2017       1,428,889     $ 0.51     $ 1,876,079     AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH December 31, 2017   NOTE 916 – STOCKHOLDERS’ EQUITY (continued)   Options (continued) A summary of the status of the Company’s nonvested non-employee stock options granted as of December 31, 2017 and changes during the year ended December 31, 2017 is presented below:       Number of Options     Weighted Average Exercise Price     Fair Value at December 31, 2017   Nonvested at December 31, 2016       —     $ —     $ —   Granted       180,000       1.00       447,348   Vested       —       —       —   Forfeited       —       —       —   Nonvested at December 31, 2017       180,000     $ 1.00     $ 447,348     The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at MarchDecember 31, 2017:   Options Outstanding Options Outstanding     Options Exercisable   Options Outstanding     Options Exercisable   Range of Exercise Price     Number Outstanding at March 31, 2017     Range of Weighted Average Remaining Contractual Life (Years)     Weighted Average Exercise Price     Number Exercisable at March 31, 2017     Weighted Average Exercise Price   Range of Exercise Price     Number Outstanding at December 31, 2017     Range of Weighted Average Remaining Contractual Life (Years)     Weighted Average Exercise Price     Number Exercisable at December 31, 2017     Weighted Average Exercise Price   $ 0.50       111,111       9.96     $ 0.50       111,111     $ 0.50   0.50       2,000,000       9.11     $ 0.50       611,111     $ 0.50   1.49       60,000       4.32       1.49       60,000       1.49   1.00       230,000       3.27       1.00       10,000       1.00   $ 0.50–1.49       2,290,000       8.40     $ 0.58       681,111     $ 0.59     NOTE 1017 -STATUTORY RESERVE   Avalon Shanghai operatesand Beijing GenExosome operate in the PRC, are required to reserve 10% of itstheir net profit after income tax, as determined in accordance with the PRC accounting rules and regulations. Appropriation to the statutory reserve by the Company is based on profit arrived at under PRC accounting standards for business enterprises for each year.   The profit arrived at must be set off against any accumulated losses sustained by the Company in prior years, before allocation is made to the statutory reserve. Appropriation to the statutory reserve must be made before distribution of dividends to shareholders. The appropriation is required until the statutory reserve reaches 50% of the registered capital. This statutory reserve is not distributable in the form of cash dividends.The Company did not make any appropriation to statutory reserve for Avalon Shanghai and Beijing GenExosome during the three monthsyear ended MarchDecember 31, 2017 since itas they incurred a lossnet losses in the period.year.The Company made an appropriation to statutory reserve for Avalon Shanghai of $6,578 during the year ended December 31, 2016.   NOTE 1118 –NONCONTROLLING INTEREST As of December 31, 2017, Dr. Yu Zhou, director and Co-Chief Executive Officer of GenExsome who owned 40% of the equity interests of GenExosome, which is not under the Company’s control. The following is a summary of noncontrolling interest activities in the year ended December 31, 2017.     Amount   Noncontrolling interest at December 31, 2016   $ —   Net loss attributable to noncontrolling interest     (585,360 ) Foreign currency translation adjustment attributable to noncontrolling interest     (34 ) Noncontrolling interest at December 31, 2017   $ (585,394 ) AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 NOTE 19 – SEGMENT INFORMATION For the year ended December 31, 2017, the Company operated in three reportable business segments - (1) the real property operating segment, (2) the medical related consulting services segment, and (3) the performing development services for hospitals and sales of related products developed to hospitals segment. For the year ended December 31, 2016, the Company operated in one reportable business segment – the medical related consulting services segment. The Company’s reportable segments are strategic business units that offer different services and products. They are managed separately based on the fundamental differences in their operations. Information with respect to these reportable business segments for the years ended December 31, 2017 and 2016 was as follows:     Year Ended     Year Ended       December 31, 2017     December 31, 2016   Revenues             Real property operating   $ 828,663     $ —   Medical related consulting services     222,611       616,446   Development services and sales of developed products     26,276       —         1,077,550       616,446   Depreciation and amortization                 Real property operating     86,135       —   Medical related consulting services     8,774       26   Development services and sales of developed products     86,728       —         181,637       26   Interest expense                 Real property operating     138,110       —   Medical related consulting services     —       —   Development services and sales of developed products     —       —         138,110       —   Net (loss) income                 Real property operating     (309,415 )     —   Medical related consulting services     (385,515 )     55,581   Development services and sales of developed products     (1,463,401 )     —   Other (a)     (1,891,314 )     —       $ (4,049,645 )   $ 55,581   Identifiable long-lived tangible assets at December 31, 2017 and 2016   December 31, 2017     December 31, 2016   Real property operating   $ 7,645,371     $ —   Medical related consulting services     20,558       295   Development services and sales of developed products     5,857       —       $ 7,671,786     $ 295   Identifiable long-lived tangible assets at December 31, 2017 and 2016   December 31, 2017     December 31, 2016   United States   $ 7,646,270     $ —   China     25,516       295       $ 7,671,786     $ 295   (a) The Company does not allocate any general and administrative expense of its being a public company activities to its reportable segments as these activities are managed at a corporate level. AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 NOTE 20 – COMMITMENTS AND CONTINCENGIES   Severance paymentsPayments   The Company has employment agreements with certain employees that provided severance payments upon termination of employment under certain circumstances, as defined in the applicable agreements. The Company has estimated its possible severance payments of approximately $528,900 and $302,000 as of MarchDecember 31, 2017 and December 31, 2016, respectively, which have not been reflected in its condensed consolidated financial statements since the Company concluded that the likelihood is remote at this moment.   Capital market consulting service contract On October 19, 2016, the Company entered into a one-year consulting service agreement with a third party who has agreed to provide certain consulting service in the areas of capital markets advisory to the Company. The agreement expires on October 15, 2017. In accordance with this agreement, the Company pays a flat cash fee of $12,000 per month. Legal service contractService Contract   On November 22, 2016, the Company entered into a legal service agreement with a law firm who has agreed to provide legal and corporate advisory services to the Company. The term of this agreement is on a month to month basis. In accordance to this service agreement, the Company pays a flat cash fee of $15,000 per month. At MarchDecember 31, 2017 and December 31, 2016, the accrued legal service fees related to the service agreement was $15,000$30,000 and $10,000, respectively, which was included in accounts payableaccrued liabilities and accrued liabilitiesother payables on the accompanying condensed consolidated balance sheets.   Financial consulting service contractConsulting Service Contract   On October 17, 2016, the Company entered into a one-year consulting service agreement with a consultant who has agreed to provide financial consulting service to the Company. In accordance with this agreement, the Company payspaid a flat fee of $4,800 per month commencingcommenced on October 20, 2016. On April 19, 2017, the Company renewed the consulting agreement. In accordance with the renewed agreement, the Company pays a flat fee of $10,000 per month commencing on April 19, 2017. At MarchDecember 31, 2017 and December 31, 2016, the accrued service fees related to the service agreement was $14,400$10,000 and $1,600, respectively, which was included in accounts payableaccrued liabilities and accrued liabilitiesother payables on the accompanying condensedconsolidated balance sheets. Investor Relations Service Contract In October 2017, the Company entered into an investor relations service agreement with a company who has agreed to provide investor relations services to the Company. The Company may terminate the agreement at any time after December 31, 2017 by providing 30 days written notice. In accordance to this service agreement, the Company pays a service fee of $5,000 per month in cash and issues $15,000 of restricted shares at the close of each quarter based on the closing price of the Company’s stock on the last day of the quarter. At December 31, 2017, the accrued investor relations service fees related to the service agreement was $10,000, which was included in accrued liabilities and other payables on the accompanying consolidated balance sheets.    F-35 Consulting Service Agreement   In November 2017, the Company entered into a consulting service agreement with a company who has agreed to provide consulting services to the Company. The term of this agreement is 6 months. In accordance to this service agreement, the Company paid cash $30,000 and will issue a stock grant equal to the sum of $15,000 at a time mutually agreed for work has been completed through October 31, 2017. In addition, the Company pays a flat fee of $10,000 per month commencing on November 1, 2017 and issues options to acquire 90,000 shares of common stock at an exercise price of $1.00 per share for a term of three years at the end of every quarter. Further, the Company shall issue a 5% equity interest, or mutually agreed upon equivalent, in any partnership or joint venture in which the consulting services provider helps to facilitate, including Fox Rehabilitation. At December 31, 2017, the accrued consulting service fees related to the service agreement was $25,000, which was included in accrued liabilities and other payables on the accompanying consolidated balance sheets.   Real Property Management Agreement On June 6, 2017, the Company entered into a two-year real property management agreement with a related party which agreed to provide real property management service to the Company. In accordance with this agreement, the Company pays a flat fee of $5,417 per month commencing on May 5, 2017 (See Note 14 for real property management agreement). AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH December 31, 2017   NOTE 1120 – COMMITMENTS AND CONTINCENGIES (continued)   Real property purchase agreementUnderwritten and Financial Advisory Service Agreement   On December 22, 2016,In October 2017, the Company entered into a service agreement with a company with respect to a planned underwritten public offering and NASDAQ listing advisory service. In accordance to this agreement, the company pays: a) Success Fees: ● Debt Financing: For any debt financing: (i) a Success Fee, payable in cash, equal to 3% of the gross proceeds received by the Company from such closing; plus (ii) warrants in the entity financed, equal to 3% of the gross proceeds received by the Company from such closing, divisible by and exercisable at a strike price equal to 100% of the fair market value of the common stock for the Company as of the date of the closing of the transaction, in whole or in part, at any time within 5 years from issuance. ● Equity Financing: For any equity investment into the Company: (i) a Success Fee, payable in cash, equal to 7% of the gross proceeds received by the Company from such closing; plus (ii) warrants in the entity financed, equal to 7% of the gross proceeds received by the Company from such closing, divisible by and exercisable at a strike price equal to 100% of the fair market value of the common stock for the Company as of the date of the closing of the transaction ,in whole or in part, at any time within 5 years from issuance. b) Expenses: The Company agrees to reimburse for all reasonable out-of-pocket invoiced expenses. c) Advisory Fees: (i) an initial advisory fee of $30,000 upon the execution of this agreement; plus (ii) an additional advisory fee of $30,000 upon the issuance of a conditional approval letter to list on NASDAQ. Operating Leases Beijing GenExosome Office Lease In March 2017, Beijing GenExosome signed an Agreement of Sale (the "Purchase Agreement") with Freehold Craig Road Partnership ("Seller"), a New Jersey partnership,agreement to purchase certain real property located inlease its facilities and equipment under operating lease. Pursuant to the Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9, Freehold, NJ 07798 (the "Property")signed lease, the annual rent is RMB 41,000 (approximately $6,000). The purchase price for the Property is $7,600,000. The purchaseterm of the Property was closedlease is one year commencing on May 5, 2017.March 15, 2017 and expires on March 14, 2018. During the period from the acquisition date, October 25, 2017 through December 31, 2017, rent expense related to the operating lease amounted to $1,011.Future minimum rental payment required under this operating lease is as follows: Year Ending December 31:     Amount   2018     $ 1,264   GenExosome Office Lease   In connection withDecember 2017, GenExosome signed an agreement to lease its office space in Ohio, United States under operating lease. Pursuant to the purchase,singed lease, the Company signed a loan agreement with a third party and borrowed $2.1 million in April 2017. Amount borrowed undermonthly rent is $300. The term of the loan agreementlease is dueone year commencing on April 17,January 1, 2018 and borrowing bears interest at an annual interest rate of 10%. The loanexpires on December 31, 2018. Future minimum rental payment required under this operating lease is guaranteed by the Company's Chairman, Mr. Wenzhao Lu. The Company made a deposit payment for the real property purchase of $700,000 in December 2016 and paid off the remaining balance of the purchase price at the closing.as follows:   This property was purchased to serve as the Company’s world-wide headquarters for all corporate administration and the operation of any joint ventures or partnerships. In addition, as the Company’s asset, this property will generate rental income through the Company’s wholly owned subsidiary, Avalon RT9 Properties, LLC. Year Ending December 31:     Amount   2018     $ 3,600     Operating leases AHS office lease See Note 8 for operating lease commitment. Avalon Shanghai office leasesOffice Lease   On January 19, 2017, Avalon Shanghai entered into a lease for office space in Beijing, China with a third party (the “Beijing Office Lease”). Pursuant to the Beijing Office Lease, the monthly rent is RMB 50,586 (approximately $7,300)$8,000) with a required security deposit of RMB 164,764 (approximately $23,900)$25,000). In addition, Avalon Shanghai needs to pay monthly maintenance fees of RMB 4,336 (approximately $600)$700). The term of the Beijing Office Lease is 26 months commencing on January 1, 2017 and will expire on February 28, 2019 with two months of free rent in the months of December 2017 and February 2019. For the three monthsyear ended MarchDecember 31, 2017, rent expense and maintenance fees related to the Beijing Office Lease amounted to approximately $24,000. $87,000. Future minimum rental payment required under the Beijing Office Lease is as follows:   Twelve-month Periods Ending March 31:   Amount   2018   $ 88,279   2019     80,311   Total   $ 168,590   AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017   In December 2016, NOTE 20 – COMMITMENTS AND CONTINCENGIES (continued) Operating Leases (continued) Avalon Shanghai entered into a lease for office space in Shanghai, China with a third party (the “Shanghai Office Lease”). Pursuant to the Shanghai Office Lease the monthly rent is RMB 20,000 (approximately $2,900). (continued) Year Ending December 31:     Amount   2018     $ 97,547   2019       8,771   Total     $ 106,318   Laboratory Equity Purchase Commitment The termCompany has entered into contract to purchase laboratory equipment amounting to approximately $140,000. As of the Shanghai Office Lease is one year commencing on January 1, 2017 and will expire on December 31, 2017. For2017, the three months ended March 31, 2017, rent expense related to the Shanghai Office Lease amountedCompany has an outstanding commitment amounting to approximately $8,700.$94,000.   Future minimum rental payment required under the Shanghai Office Lease is as follows: Twelve-month Period Ending March 31:   Amount   2018   $ 26,134   NOTE 1221 - CONCENTRATIONS   Customers   The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenuerevenues for the three monthsyears ended MarchDecember 31, 2017 and 2016.     Three Months Ended March 31,   Customer   2017     2016     Year Ended December 31, 2017   Year Ended December 31, 2016 A (Shanghai Daopei, a related party)     100 %     0   A (Beijing Nanshan, a related party)   14%   26% B (Shanghai Daopei, a related party)   *   51% C (Hebei Yanda, a related party) C (Hebei Yanda, a related party) *   23% D D 20%   0 E E 13%   0 F F 11%   0 *Less than 10% Two customers accounted for 48.9% of the Company’s total outstanding accounts receivable and tenants receivable at December 31, 2017.   One customer, who was a related party, accounted for 100% of the Company’s total outstanding accounts receivable at March 31, 2017 and December 31, 2016.    F-36 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2017 NOTE 12 – CONCENTRATIONS (continued) Suppliers   No supplier accounted for 10% or more of the Company’s purchase during the three monthsyears ended MarchDecember 31, 2017 and 2016.   NoOne supplier accounted for 10%100% of the Company’s total outstanding accounts payable at MarchDecember 31, 2017 and2017. No supplier accounted for 10% or more of the Company’s total outstanding accounts payable at December 31, 2016.   Concentrations of credit riskCredit Risk   At MarchDecember 31, 2017 and December 31, 2016, cash balances in the PRC are $310,881$1,327,009 and $2,525,630, respectively, are uninsured. The Company has not experienced any losses in PRC bank accounts and believes it is not exposed to any risks on its cash in PRC bank accounts.   The Company maintains its cash in United States bank and financial institution deposits that at times may exceed federally insured limits. As of MarchAt December 31, 2017 and December 31, 2016, the Company’s cash balances in United States bank accounts had approximately $4,834,097$1,162,000 and $80,000 in excess of the federally-insured limits, respectively. The Company has not experienced any losses in its United States bank accounts through and as of the date of this report.   AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 NOTE 1322 –RESTRICTED NET ASSETS   A portion of the Company’s operations are conducted through its PRC subsidiary,subsidiaries, which can only pay dividends out of itstheir retained earnings determined in accordance with the accounting standards and regulations in the PRC and after it hasthey have met the PRC requirements for appropriation to statutory reserve. In addition, a portion of the Company’s businesses and assets are primarily denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. These currency exchange control procedures imposed by the PRC government authorities may restrict the ability of the Company’s PRC subsidiarysubsidiaries to transfer itstheir net assets to the Parent Company through loans, advances or cash dividends.   The Company’s PRC subsidiary’sSchedule I of Article 5-04 of Regulation S-X requires the condensed financial information of the parent company to be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of Marchthe end of the most recently completed fiscal year. For purposes of this test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of its consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company in the form of loans, advances or cash dividends without the consent of a third party. The Company’s PRC subsidiaries’ net assets as of December 31, 2017 and December 31, 2016 did not exceed 25% of the Company’s consolidated net assets. Accordingly, Parent Company’s condensed financial statements have not been required in accordance with Rule 5-04 and Rule 12-04 of SEC Regulation S-X.   NOTE 1423 –SUBSEQUENT EVENTS   On April 28, 2017, Steven P. Sukel If DOING fails to complete the registration and Yancen Lu were appointed toacquire the Board of DirectorsInvestment Certificate within one year of the Companyclosing then Avalon Shanghai shall transfer $3,000,000 with interest of 20% to serve as directorsDOING upon the request of DOING (the “BCC Repayment Obligation”). As of the Company. Mr. Sukeldate hereof, the Company is obligated to DOING in the principal amount of $3,000,000. The Company and Mr. 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 atDOING are presently negotiating an exercise price equal to the closing price on December 31stextension of the prior year. The options shall vest in equal amounts quarterly and shallBCC Repayment Obligation through July 2018. There is no guarantee that such extension will be exercisablesigned.(See Note 16 – Common Shares Issued for a period of five years. The options for 2017 have been pro-rated. As a result, each director shall receive a stock option to acquire 30,000 shares of common stock during 2017 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 in April 2017 was set at $1.49 per share.Share Subscription Agreement).   On May 5, 2017, the Company closed the real property purchase located in the Township  F-35 $10,000,000 of Freehold, CountyShares of Monmouth, StateCommon Stock (minimum offering amount) $30,000,000 of New Jersey (see note 11 – real property purchase agreement).Shares of Common Stock (maximum offering amount)    F-37 Prospectus Sole Bookrunner , 2018     PART II INFORMATION NOT REQUIRED IN PROSPECTUS   ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION   The actualSet forth below is an estimate (except for SEC registration and estimatedFINRA filing fees, which are actual) of the approximate amount of the types of fees and expenses listed below that were paid or are payable by us in connection with the issuance and distribution of the shares of common stock to be registered by this offering, all of which will be borne by us, are as follows:registration statement. SEC Registration Fee   $ 1,833.29   State Filing Fees   $ 3,666.71   Edgarizing Costs   $ 3,000.00   Accounting Fees and Expenses   $ 10,000.00   Legal Fees and Expenses   $ 30,000.00   Transfer Agent Fee   $ 500.00   Miscellaneous   $ 1,000.00             Total   $ 50,000.00 * * Estimated.           Item   Amount to be paid   SEC registration fee   $ 3,997   FINRA filing fee     5,315   Nasdaq initial listing fee     *   Printing and engraving expenses     *   Legal fees and expenses     *   Accounting fees and expenses     *   Transfer agent fees and expenses     *   Miscellaneous expenses     *   Total   $ *     None of the expenses of the offering will * To be paidfiled by the selling stockholders.amendment.   ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS   The Company’s directors and executive officers are indemnified as provided by the Delaware General Corporation Law and its Bylaws. These provisions state that the Company’s directors may cause the Company to indemnify a director or former 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 discretion of the Company’s board of directors and is subject to the Securities and Exchange Commission’s policy regarding indemnification.   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, The Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.   ITEM 15. RECENT SALE OF UNREGISTERED SECURITIES   No underwriters were involved in the issuance of the securities noted below. All of the securities issued below were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The issuance of stock that was exempt under Section 4(a)(2) was a private offering to an accredited investor. Each of the investors represented to the Companycompany that it (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, (ii) is knowledgeable, sophisticated and experienced in making investment decisions of this kind, and (iii) has had adequate access to information about the Company. company. The company maintains accredited investor questionnaires for each purchaser of unregistered securities from the Company.company.   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 of AHS in exchange for 50,000,000 shares of our common stock (the “AHS Acquisition”). ● On October 19, 2016, we issued 50,000,000 shares of our common stock to the shareholders of Avalon Healthcare System, Inc., a Delaware corporation, in a share exchange transaction.   56   On October 19, 2016, we issued 1,056,122 shares of common stock to a third party for legal services rendered. Effective October 19, 2016, we entered into a Services Agreement with PCG Advisory Group pursuant to which we issued 1,552,500 shares of common stock for services. We entered into and closed Subscription Agreements with several accredited investors (the "December 2016 Accredited Investors") pursuant to which the December 2016 Accredited Investors purchased an aggregate of 7,270,000 shares of common stock (the “2016 Subscription Shares”) for an aggregate purchase price of $3,635,000. The closing occurred on December 19, 2016. We agreed to register 15% of the shares sold or 1,090,500 shares of common stock.The offers, sales and issuances of the securities listed above were made to accredited investors and we relied upon the exemptions contained in Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated there under with regard to those sales. No advertising or general solicitation was employed in offering the securities. The offers and sales were made to a limited number of persons, each of whom was an accredited investor and transfer of the common stock issued was restricted in accordance with the requirements of the Securities Act of 1933, as amended. 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 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 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 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. The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities 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 public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not 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. ● On October 19, 2016, we issued 1,056,122 shares of common stock to a third party for legal services rendered.   57   ● Effective October 19, 2016, we issued 1,552,500 shares of common stock for services. ● On December 19, 2016, we issued 7,270,000 shares of common stock for an aggregate purchase price of $3,635,000.   ● On February 21, 2017, we granted Luisa Ingargiola a stock option to acquire 2,000,000 shares of common stock at an exercise price of $0.50 per share. ● On March 3, 2017, we issued 3,000,000 shares of common stock for a purchase price of $3,000,000. ● On April 28, 2017, we granted Steven P. Sukel and Yancen Lu options to acquire 30,000 shares of common stock (pro-rated from 40,000 shares) for a term of five years vesting 10,000 shares at the beginning of each quarter commencing April 1, 2017 through December 31, 2017. The exercise price was set at $1.49 per share. ● On October 20, 2017, we issued 3,750,000 shares of common stock for a purchase price of $3,750,000. The aggregate purchase price was subsequently increased to $5,150,000 with the final closing occurring as of November 20, 2017. As a result, the number of shares was increased to 5,150,000. ● On October 25, 2017, we issued 500,000 shares of common stock to Yu Zhou, MD, PhD for assets purchase. ● On November 1, 2017, we granted Wilbert J. Tauzin II options to acquire50,000 shares of common stock at an exercise price of $1.00 for a term of five years with 10,000 options vesting immediately and the balance vesting at the rate of 10,000 options at the beginning of each quarter in 2018 for a period of one year. ● On November 1, 2017, we issued options to acquire 180,000 shares of common stock at an exercise price of $1.00 per share to Tauzin Consultants, LLC, which has assigned 100,000 options to Thomas Tauzin and 80,000 options to Wilbert J. Tauzin II. Of the option to purchase 180,000 shares of common stock, options to purchase 90,000 shares vested on January 31, 2018 and options to purchase 90,000 shares will vest on April 30, 2018. ● On January 1, 2018 we issued to each of Steven P. Sukel, Yancen Lu and Wilbert J. Tauzin II options to acquire 40,000 shares of common stock at an exercise price of $2.50 per share, which was the closing stock price as of December 31, 2017. ● On March 27, 2018, we repurchased 520,000 shares of our common stock from a third party through a privately negotiated transaction at an aggregate price of $522,500, of which $2,500 was paid to an escrow agent as share repurchase cost. ● On April 13, 2018 we entered into subscription agreements with accredited investors pursuant to which they agreed to purchase an aggregate of 2,850,000 shares of our common stock for an aggregate purchase price of $4,987,500. In connection with this private placement, we will be required to issue to Boustead Securities, LLC, as placement agent, warrants to purchase our common stock exercisable for a period of five years in an amount equal to 7.0% of the gross proceeds received by us at closing, divided by and exercisable at a strike price equal to 100% of the fair market value of our common stock as of the date of the closing.   ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS   3.1(1) Certificate of Amendment of Certificate of Incorporation filed pursuant to Delaware General Corporation Law 3.2(1) Exhibits See the Exhibit Index attached to this registration statement, which is incorporated by reference herein. Certificate of Correction to the Certificate of Amendment of Certificate of Incorporation filed pursuant to Delaware General Corporation Law 4.1(3) Form of Subscription Agreement by and between Avalon GloboCare Corp. and the December 2016 Accredited Investors 4.2(8) Stock Option issued to Luisa Ingargiola dated February 21, 2017 4.3(9) Form of Subscription Agreement by and between Avalon GloboCare Corp. and the March 2017 Accredited Investor 4.4(9) Share Subscription Agreement between Avalon GloboCare Corp., Avalon (Shanghai) Healthcare Technology Co., Ltd., Beijing DOING Biomedical Technology Co., Ltd. and Daron Liang 4.5(9) Warranty Agreement betweenWenzhao Lu and Beijing DOING Biomedical Technology Co., Ltd. 5.1(13) Opinion of Fleming PLLC with respect to legality of the securities, including consent 10.1(1) Share Exchange Agreement dated as of October 19, 2016 by and among Avalon Healthcare System, Inc., the shareholders of Avalon Healthcare System, Inc. and Avalon GloboCare Corp. 10.2(2) Executive Employment Agreement, effective December 1, 2016, by and between Avalon GloboCare Corp. and David Jin 10.3(4) Agreement of Sale by and between Freehold Craig Road Partnership, as Seller, and Avalon GloboCare Corp., as Buyer dated as of December 22, 2016 10.4(7) Executive Employment Agreement by and between Avalon (Shanghai) Healthcare Technology Ltd. and Meng Li dated January 11, 2017 (7) 10.4(8) Executive Retention Agreement by and between Avalon GloboCare Corp. and Luisa Ingargiola dated February 21, 2017 (8) 10.5(8) Indemnification Agreement by and between Avalon GloboCare Corp. and Luisa Ingargiola dated February 21, 2017 (8) 10.6(11) Director Agreement by and between Avalon GloboCare Corp. and Steven P. Sukel dated April 28, 2017 10.7(11) Director Agreement by and between Avalon GloboCare Corp. and Yancen Lu dated April 28, 2017 10.8(13) Consultation Service Contract between Daopei Investment Management (Shanghai) Co., Ltd. and Avalon HealthCare System Inc. dated April 1, 2016 (English translation)  10.9(13) Consultation Service Contract between Hebei Yanda Ludaopei Hospital Co.,Ltd and Avalon HealthCare System Inc. dated April 1, 2016 (English translation) 10.10(13) Consultation Service Contract between Nanshan Memorial Stem Cell Biotechnology Co., Ltd.and Avalon HealthCare System Inc. dated April 1, 2016 (English translation) 14.1(1) Code of Ethics 21.1(10) List of Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm - RBSM LLP 23.3 Consent of Fleming PLLC (included with Exhibit 5.1) 99.1(12) Form of Subscription Agreement 58 (1) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 19, 2016. (2) Incorporated by reference to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on March 26, 2015. (3) Incorporated by reference to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on February 19, 2015. (4) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 2, 2016. (5) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 21, 2016. (6) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 23, 2016. (7) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 11, 2017. (8) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 21, 2017. (9) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 7, 2017. (10) Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 28, 2017.  (11) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 28, 2017. (12) Incorporated by reference to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on May 9, 2017. (13) Incorporated by reference to the Amendment No. 1 to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on July 7, 2017.   ITEM 17. UNDERTAKINGS   The undersigned Registrantregistrant hereby undertakes:undertakes to:   (1) To file,File, during any period in which offers or salessells are being made, a post-effective amendment to this registration statement:   (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;       (i)         To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;   (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and       (ii)        To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.   (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (iii)        To include material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.   (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.   (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.   (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (i) If the registrant is subject to Rule 430C (§230.430C of this chapter),purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. 59 (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter); (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 60 SIGNATURES   Pursuant to the requirements of the Securities Act of 1933, as amended, the registrantRegistrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Freehold, State of New Jersey, on July 24, 2017.April 19, 2018. Avalon GloboCare Corp.       By: By: /s/ David Jin   Chief Executive Officer and President (Principal Executive Officer)   By: /s/ Luisa Ingariola Name:       David Jin   Chief Financial Officer (Principal Financial and Accounting Officer)   Title:        Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David Jin and Luisa Ingargiola, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.   Pursuant to the requirements of the Securities Act, of 1933, this registration statement on Form S-1Registration Statement has been signed by the following persons in the capacities and on the dates indicated.   Signature   Title   Date           /s/ David Jin   Director, Chief Executive Officer President and DirectorPresident   July 24, 2017April 19, 2018 David Jin   (Principal Executive Officer) /s/ Luisa Ingargiola Chief Financial Officer April 19, 2018 Luisa Ingargiola (Principal Financial and Accounting Officer)               /s/ Wenzhao Lu   Chairman of the Board   July 24, 2017April 19, 2018 Wenzhao Lu                   /s/ Meng Li   Chief Operating Officer, Secretary and Director   July 24, 2017April 19, 2018 Meng Li /s/ Yancen Lu Director July 24, 2017 Yancen Lu                   /s/ Steven P. Sukel   Director   July 24, 2017April 19, 2018 Steven P. Sukel /s/ Yancen Lu Director April 19, 2018 Yancen Lu /s/ Wilbert J. Tauzin II Director April 19, 2018 Wilbert J. Tauzin II         EXHIBIT INDEX   61 Exhibit Number Description 1.1** Form of Underwriting Agreement 3.1 Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of Amendment No. 1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 26, 2015) 3.2 Certificate of Amendment of Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2016) 3.3 Certificate of Correction to the Certificate of Amendment of Certificate of Incorporation of the Registrant  (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2016) 3.4 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 19, 2015) 4.1 Form of Subscription Agreement by and between Avalon GloboCare Corp. and the December 2016 Accredited Investors (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2016) 4.2 † Stock Option issued to Luisa Ingargiola dated February 21, 2017 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2017) 4.3 Form of Subscription Agreement by and between Avalon GloboCare Corp. and the March 2017 Accredited Investor (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2017) 4.4 Share Subscription Agreement between Avalon GloboCare Corp., Avalon (Shanghai) Healthcare Technology Co., Ltd., Beijing DOING Biomedical Technology Co., Ltd. and Daron Liang (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2017) 4.5 Warranty Agreement between Lu Wenzhao and Beijing DOING Biomedical Technology Co., Ltd. (incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2017) 4.6 Form of Subscription Agreement between Avalon GloboCare Corp. and the October 2017 Accredited Investors (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017) 4.7** Form of Underwriter Warrant 5.1** Opinion of Goodwin Procter LLP 10.1 Share Exchange Agreement dated as of October 19, 2016 by and among Avalon Healthcare System, Inc., the shareholders of Avalon Healthcare System, Inc. and Avalon GloboCare Corp. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2016) 10.2 † Executive Employment Agreement, effective December 1, 2016, by and between Avalon GloboCare Corp. and David Jin (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2016) 10.3 Agreement of Sale by and between Freehold Craig Road Partnership, as Seller, and Avalon GloboCare Corp., as Buyer dated as of December 22, 2016 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2016) 10.4 † Executive Employment Agreement by and between Avalon (Shanghai) Healthcare Technology Ltd. and Meng Li dated January 11, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 11, 2017) 10.5 † Executive Retention Agreement by and between Avalon GloboCare Corp. and Luisa Ingargiola dated February 21, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2017) 10.6 † Indemnification Agreement by and between Avalon GloboCare Corp. and Luisa Ingargiola dated February 21, 2017 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2017) 10.7 † Director Agreement by and between Avalon GloboCare Corp. and Steven P. Sukel dated April 28, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2017) 10.8 † Director Agreement by and between Avalon GloboCare Corp. and Yancen Lu dated April 28, 2017 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2017) 10.9 Consultation Service Contract between Daopei Investment Management (Shanghai) Co., Ltd. and Avalon HealthCare System Inc. dated April 1, 2016 (English translation) (incorporated by reference to Exhibit 10.8 of Amendment No. 1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 7, 2017) 10.10 Consultation Service Contract between Hebei Yanda Ludaopei Hospital Co., Ltd and Avalon HealthCare System Inc. dated April 1, 2016 (English translation) (incorporated by reference to Exhibit 10.9 of Amendment No. 1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 7, 2017) 10.11 Consultation Service Contract between Nanshan Memorial Stem Cell Biotechnology Co., Ltd. and Avalon HealthCare System Inc. dated April 1, 2016 (English translation) (incorporated by reference to Exhibit 10.10 of Amendment No. 1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 7, 2017) 10.12 Loan Agreement between Lotus Capital Overseas Limited and Avalon (Shanghai) Healthcare Technology Co., Ltd. dated April 19, 2017 (English translation) (incorporated by reference to Exhibit 10.12 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2017) 10.13 Securities Purchase Agreement between Avalon GloboCare Corp. and GenExosome Technologies Inc. dated October 25, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017) 10.14 Asset Purchase Agreement between GenExosome Technologies Inc. and Yu Zhou dated October 25, 2017 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017) 10.15 Stock Purchase Agreement between GenExosome Technologies Inc., Beijing Jieteng (GenExosome) Biotech Co. Ltd. and Yu Zhou dated October 25, 2017 (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017) 10.16 † Executive Retention Agreement between GenExosome Technologies Inc. and Yu Zhou dated October 25, 2017 (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017) 10.17 Invention Assignment, Confidentiality, Non-Compete and Non-Solicit Agreement between GenExosome Technologies Inc. and Yu Zhou dated October 25, 2017 (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017) 10.18 † Director Agreement by and between Avalon GloboCare Corp. and Wilbert J. Tauzin II dated November 1, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2017) 10.19 Agreement between Avalon GloboCare Corp. and Tauzin Consultants, LLC dated November 1, 2017 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2017) 10.20 † Letter Agreement by and between Avalon GloboCare Corp. and David Jin dated April 3, 2018 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2018) 10.21 † Letter Agreement by and between Avalon GloboCare Corp. and Meng Li dated April 3, 2018 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2018) 10.22 * Advisory Service Contract between Ludaopei Hematology Research Institute Co., Ltd. and Avalon (Shanghai) Healthcare Technology Co., Ltd. dated April 1, 2018 (English translation) 10.23 Form of Subscription Agreement by and between Avalon GloboCare Corp. and the April 2018 Accredited Investors (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2018) 21.1* List of Subsidiaries 23.1* Consent of RBSM LLP 23.2** Consent of Goodwin Procter LLP (contained in Exhibit 5.1). 24.1* Power of Attorney (contained on signature page hereto) * Filed herewith.   ** To be filed by amendment. † Management contract or compensatory plan or arrangement.