We have audited the accompanying consolidated balance sheets of America Great Health and Subsidiaries (the “Company”) as of June 30, 2020 and 2019, and the related statements of operations, stockholders' deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement, whether due to error fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company’s auditor since 2020, and we previously served as the Company’s auditor from 2016 through 2018
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2020 AND 2019
NOTE 1 – NATURE OF BUSINESS
History and Organization
America Great Health, formerly Crown Marketing, is a Wyoming corporation (the "Company"). A change of control of the Company was completed on January 19, 2017 from Jay Hooper, the former officer and director of the Company and its former majority shareholder. Control was obtained by the sale of 16,155,746,000 shares of Company common stock from Mr. Hooper to an investor group led by Mike Q. Wang. In connection with the change of control, the Company sold to its former majority shareholder a subsidiary for $100 and another subsidiary in exchange for the cancellation of all payables and accrued expenses. After December 31, 2016, the Company’s operations are determined and structured by the new investor group. As such, the Company accounted for all of its assets, liabilities and results of operations up to January 1, 2017 as discontinued operations.
On March 1, 2017, the Company filed with the Secretary of State of the State of Wyoming an Articles of Amendment to change the corporate name from Crown Marketing to America Great Health.
On March 9, 2017, the Company formed a wholly owned subsidiary, America Great Health, under the laws of the State of California.
On June 24, 2019, the Company registered a wholly owned subsidiary in China, Meizhong Health Industry Development Co., Ltd. The subsidiary is mainly engaged in merger and acquisition, investment and financing, and marketing of medical equipment and health products in China.
Going Concern
The accompanying consolidated financial statements (“CFS”) were prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying CFS, the Company has incurred recurring net losses. For the year ended June 30, 2020, the Company recorded a net loss of $51,916, used cash to fund operating activities of $39,559, and at June 30, 2020, had a shareholders’ deficit of $215,007. These factors create substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
During the year ended June 30, 2017, the Company’s former majority shareholder sold his shares to an investor group. The new owners’ plans to continue as a going concern revolve around its ability to achieve profitable operations, as well as raise necessary capital to pay ongoing general and administrative expenses of the Company. The ability of the Company to continue as a going concern is dependent on securing additional sources of capital and the success of the Company’s plan. There is no assurance that the Company will be successful in raising the additional capital or in achieving profitable operations.
Our cash needs for the 12 months ended June 30, 2020 were primarily met by loans and advances from current majority shareholder. As of June 30, 2020, we had a cash balance of $166. We intend to finance operating costs over the next twelve months with existing cash on hand and advance from current majority shareholder.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying CFS were prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).
Basis of Consolidation
The CFS includes the accounts of the Company and its current wholly owned subsidiaries, America Great Health in California and Meizhong Health Industry Development Co., Ltd, Intercompany transactions and accounts were eliminated in consolidation.
Estimates
The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates include accounting for potential liabilities and the assumptions made in valuing stock instruments issued for services. Actual results could differ from those estimates.
Revenues
Revenue from sale of goods under Topic 606, Revenue from Contracts with Customers, is recognized in a manner that reasonably reflects the delivery of the Company’s products and services to customers in return for expected consideration and includes the following elements:
|
|
●
|
executed contract(s) with customers that the Company believes is legally enforceable;
|
|
|
●
|
identification of performance obligation in the respective contract;
|
|
|
●
|
determination of the transaction price for each performance obligation in the respective contract;
|
|
|
●
|
allocation of the transaction price to each performance obligation; and
|
|
|
●
|
recognition of revenue only when the Company satisfies each performance obligation.
|
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.
Fair Value Measurements
Fair value measurements are determined using authoritative guidance issued by the FASB, with the exception of the application of the guidance to non-recurring, non-financial assets and liabilities as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.
Level 3—Unobservable inputs based on the Company’s assumptions.
The Company is required to use observable market data if available without undue cost and effort.
The Company’s financial instruments include cash and accounts payable. Management has estimated that the carrying amounts approximate their fair value due to the short-term nature.
Loss per Share
Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended June 30, 2020 and 2019, as there are no potential shares outstanding that would have a dilutive effect.
Income Taxes
Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a valuation allowance against its deferred tax assets as of June 30, 2020 and 2019.
The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.
Recent Accounting Pronouncements
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its consolidated financial statements.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or is not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
NOTE 3 – RELATED PARTY TRANSACTIONS
During the year ended June 30, 2020, the Company's current majority shareholder advanced $121,840 to the Company as working capital and the Company repaid $82,217 to the shareholder. As of June 30, 2020 and 2019, the Company owed its current majority shareholder of $168,028 and $128,404 respectively. The advances are non-interest bearing and are due on demand.
Currently the Company is using a premise for free, the premises is leased by a company owned by its current majority shareholder.
NOTE 4 – SHAREHOLDERS’ DEFICIT
At June 30, 2020 and 2019, the Company had 20,236,021,836 shares issued and outstanding.
NOTE 5 – JOINT VENTURE
On March 5th, 2018, America Great Health, a California Corporation (“AAGH California”), a wholly owned subsidiary of the Company, entered into a Sino-foreign Co-operative Joint Venture Contract (the “JV Agreement”) with Guangzhou Bona Biotechnology Co., Ltd. (“Bona”) pursuant to which the parties established a JV, Pomeikang Biotechnology (Guangzhou) Co., Ltd. (“Pomeikang”) to promote and develop sales channels for health and cosmetics related products supplied by AAGH California in the mainland of the People’s Republic of China, the Hong Kong Special Administration Region and the Macau Special Administration Region (together, the “China Market”).
Pursuant to the JV Agreement, AAGH California and Bona will each own 49% and 51% of the JV Company, respectively, and AAGH California has the veto right to the majority shareholder’s decision. The equity method has been used for this JV. AAGH California will contribute the initial products supply in equivalent of cash amount of RMB 2.45 million to the JV Company and Bona will contribute any required operating capitals, experienced sales team, promotional effort, and customer services to ensure normal day to day operation of the JV Company. Bona will also be responsible for acquiring any required government permits, sales permits, and business licenses for the JV Company.
The following table summarizes the income statement of Pomeikang.
|
|
|
From date of equity
investment to 12/31/2018
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
20,740
|
|
|
Gross profit
|
|
|
13,739
|
|
|
Net loss
|
|
|
(2,803
|
)
|
|
49% share
|
|
|
(1,373
|
)
|
The following table provides the summary of balance sheet information for Pomeikang.
|
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
20,565
|
|
|
Net assets
|
|
|
20,565
|
|
|
49% ownership
|
|
|
10,077
|
|
|
Ending balance of investment account before written off
|
|
|
12,012
|
|
|
Difference
|
|
|
(1,932
|
)
|
The difference of $1,932 was mainly due to the effect of exchange rate.
There was no operation during the period from October 1, 2018 to December 31, 2018, therefore at December 31, 2018, the Company decided to no longer participate in Pomeikang’s operations. As a result, a loss on disposal of investment of $12,012 was recorded at December 31, 2018. On April 1, 2019, AAGH California transferred its 49% ownership to Bona for $1.
NOTE 6 – INCOME TAXES
Deferred taxes represent the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Temporary differences result primarily from the recording of tax benefits of net operating loss carry forwards.
As of June 30, 2020, the Company has an insufficient history to support the likelihood of ultimate realization of the benefit associated with the deferred tax asset. Accordingly, a valuation allowance has been established for the full amount of the net deferred tax asset.
The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes for the years ended June 30, 2020 and 2019 as follows:
|
|
|
Year Ended June 30,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit at federal statutory rate
|
|
|
21
|
%
|
|
|
21
|
%
|
|
State tax, net of fed effect
|
|
|
7
|
%
|
|
|
7
|
%
|
|
Change in valuation allowance
|
|
|
-28
|
%
|
|
|
-28
|
%
|
|
|
|
|
-
|
%
|
|
|
-
|
%
|
The components of deferred taxes consist of the following at June 30, 2020 and 2019:
|
|
|
June 30, 2020
|
|
|
June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
238,591
|
|
|
$
|
905,723
|
|
|
Less: valuation allowance
|
|
|
(238,591
|
)
|
|
|
(905,723
|
)
|
|
Net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
As of June 30, 2020, the Company had federal and California income tax net operating loss carryforwards of $852,111 . These net operating losses originating in tax years beginning prior to Jan. 1, 2018 will begin to expire 20 years from the date the tax returns are filed. The net operating losses originating in tax years beginning after Jan. 1, 2018 will be carry forwarded indefinitely.
NOTE 8 – SUBSEQUENT EVENTS
On December 7, 2020, America Great Health, a California Corporation (“AAGH California”), a wholly owned subsidiary of the Company, entered into a Cooperation Agreement (the “Agreement”) with Brilliant Healthcare Limited. (“Brilliant”) pursuant to which the parties will establish a joint venture in China (the “JV Company”) for the purpose of promoting and developing stem cell related product’s R&D, production, sales, row material procumbent, mergers and acquisitions, and consulting services. As of the time of filing these financial statements with the Company’s annual report, the formation of the JV Company has not been completed. After the formation of the JV company is completed, the Company shall invest USD $4.2 million in the JV Company within the next 24 months for 60% equity ownership of the JV Company, Brilliant shall transfer its patented technology (with estimated value of USD $29.8 million) to the JV Company as its capital contribution, to account for 40% equity ownership.
1) Shares issued for merger & acquisition
Investment in Brilliant Healthcare Limited
On December 7, 2020, America Great Health, a California Corporation (“AAGH California”), a wholly owned subsidiary of the Company, entered into a Cooperation Agreement (the “Agreement”) with Brilliant Healthcare Limited. (“Brilliant”) pursuant to which the parties will establish a joint venture in China (the “JV Company”) for the purpose of promoting and developing stem cell related product’s R&D, production, sales, row material procumbent, mergers and acquisitions, and consulting services. As of the time of filing these financial statements with the Company’s annual report, the formation of the JV Company has not been completed. After the formation of the JV company is completed, the Company shall invest USD $4.2 million in the JV Company within the next 24 months for 60% equity ownership of the JV Company, Brilliant shall transfer its patented technology (with estimated value of USD $29.8 million) to the JV Company as its capital contribution, to account for 40% equity ownership.
Investment in Imedipus Inc.
On January 30, 2020, the Company and Imediplus Inc. (“Imediplus”), a leading medical institution in Taiwan, entered into a Cooperation Agreement, in which the Company agreed to acquire 48% of the equity of Imediplus, as consideration, the Company shall pay $1,000,000 and issue 662,000,000 common shares to Imediplus. Upon completion of the acquisition transaction, Purecell shall remain autonomy in its day to day operation, including recruiting and retaining management team members.
As of June 30, 2021, the Company has not completed its financial and legal due diligence and has not consummated the acquisition of Imediplus.
On April 6, 2021, the Company issued 70,000,000 shares to a director of Imediplus as collateral in exchange for getting trust of 2,500,000 shares that is 5% of Imediplus.
Investment in Purecell Group
On June 30, 2020, the Company and Purecell Group (“Purecell”), a leading anti-aging medical institution in Australia, entered into a Cooperation Agreement, in which the Company agreed to acquire 51% of the equity of Purecell, as consideration, the Company shall issue 510,000,000 common shares to Purecell’s nominated trustee. Upon completion of the acquisition transaction, Purecell shall remain autonomy in its day to day operation, including recruiting and retaining management team members. On February 10, 2021, the Company completed its financial and legal due diligence. On April 6, 2021, the Company issued 510,000,000 shares to two shareholders of Purecell Group PTY Ltd ("Purecell") in exchange of 51% of ownership of Purecell. On April 6, 2021, the Company issued 50,000,000 shares of common stock to Purecell’s project introducer as compensation for services, at market price of $0.14 per share.
On May 11, 2021, Aussie Produce PTY LTD ("AP") signed agreement with Purecell to invest $2,340,000 in exchange of 6% of total outstanding shares of Purecell and 35,000,000 shares of the Company owned by Purecell. Purecell will issue 6% shares to AP in exchange for the $2,340,000 investment. In addition, Purecell will issue 68,372 shares to AP and issue 71,163 shares to the Company. The Company will also issue additional 31,212,000 shares to Purecell. Purecell will use the proceeds to acquire VERITA PHARMA, which is a medicine factory. On May 26, 2021, the Company issued 35,000,000 shares to shareholder of AP.
2) Shares issued for stock compensation
On January 22, 2021, the Company issued an aggregate of 48,220,124 shares of common stock to 28 unrelated parties as compensation for services. The issuance of these shares is recorded at grant date fair market value at $0.06 per share.
On March 10, 2021, the Company issued an aggregate of 79,362,534 shares of common stock to 54 unrelated parties as compensation for services. The issuance of these shares is recorded at grant date fair market value at $0.13 per share.
On April 7, 2021, the Company issued an aggregate of 6,621,905 shares of common stock to 12 unrelated parties as compensation for services. The issuance of these shares is recorded at grant date fair market value at $0.13 per share.
On May 5, 2021, the Company issued an aggregate of 1,300,000 shares of common stock to 6 unrelated parties as compensation for services. The issuance of these shares is recorded at grant date fair market value at $0.14 per share.
On May 18, 2021, the Company issued an aggregate of 7,140,000 shares of common stock to 5 unrelated parties as compensation for services. The issuance of these shares is recorded at grant date fair market value at $0.14 per share.
On May 18, 2021, the Company and David Tsai (“Dr. Tsai”), a pioneer in anti-cancer peptide research and invention in the United States, entered into a Cooperation Agreement, in which Dr. Tsai shall provide to the Company of relevant theories, technologies, methods, sources of raw materials, processing and production techniques, quality standards, quality control methods and other information and details related to his anti-cancer protein peptides, oral insulin and activation technology; Dr. Tsai shall also be responsible for the whole process of technology and product production, application and implementation, as well as professional technical support, consultation and cooperation in the process of product verification, publicity, promotion and sales. As consideration, the Company agreed to grant 8 million shares of AAGH common stock to Dr. Tsai along with certain monthly compensations and sales bonus.
On May 26, 2021, the Company issued an aggregate of 2,450,000 shares of common stock to 6 unrelated parties as compensation for services. The issuance of these shares is recorded at grant date fair market value at $0.15 per share.
On June 18, 2021, the Company issued an aggregate of 11,300,000 shares of common stock to 22 unrelated parties as compensation for services. The issuance of these shares is recorded at grant date fair market value at $0.16 per share.
3) Shares issued for loan as collateral
On May 5, 2021, the Company issued 10,000,000 shares to an unrelated party as collateral for a loan of $200,000. The loan has an annual interest rate of 20%. The principle and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principle and interest are paid in full. If the Company's stock price remains above $0.04 continuously over 30 days following the maturity date, the stock will become tradable and the remaining principle and interest of loan will be forgiven. The Company received the proceed on April 27, 2021.
On June 18, 2021, the Company issued an aggregate of 3,050,000 shares to 6 unrelated parties as collateral for loans of $290,000. The loans have an annual interest rate of 20%. The principle and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principle and interest are paid in full. If the Company's stock price remains above $0.2 continuously over 30 days following the maturity date, the stock will become tradable and the remaining principle and interest of loan will be forgiven. The Company received the proceed on June 3, 2021.
On June 18, 2021, the Company issued 500,000 shares to an unrelated party as collateral for a loan of $50,000. The loan has an annual interest rate of 20%. The principle and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principle and interest are paid in full. If the Company's stock price remains above $0.2 continuously over 30 days following the maturity date , the stock will become tradable and the remaining principle and interest of loan will be forgiven. The Company received the proceed on June 4, 2021.
(b) Exhibits. The following exhibits of the Company are included herein.
2. Agreement and Plan of Reorganization
2.1 Agreement and Plan of Reorganization between the Company and Okra Energy, Inc. dated December 2, 2013.(4)
3. Certificate of Incorporation and Bylaws
3.1. Articles of Incorporation (1)*
3.2 Articles of Merger (2)
3.3 Bylaws(1)
3.4 Amended and Restated Articles of Incorporation, as filed June 24, 2016(5)
3.5 Amendment to Articles of Incorporation increasing authorized Series A Preferred, August 20, 2016(5)
10. Material Contracts
10.1 Promissory Note to Strategic Global Resources, Ltd. (3)
10.2 Promissory Note to Farrington Pharmaceuticals, LLC (3)
10.3 Lease Agreement between Okra Energy, Inc. and Temple CB, LLC (4)
21. Subsidiaries of the registrant – Okra Energy, a California corporation and Crown Laboratory, Inc. Crown Mobile is a California corporation which is 50% owned by the Company. No trade names are employed.
31.1 Certification by the Principal Executive Officer and Principal Accounting and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1. Certifications by the Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
* The Company had filed an amendment to its Articles of Incorporation to change the name to “Okra, Inc.’ but this amendment was reversed in an additional amendment filed with the Secretary of State. The name of the Company continues to be “Crown Marketing.”
All other Exhibits called for by Rule 601 of Regulation S-K are not applicable to this filing.
(1) Filed with original registration statement.
(2) Filed with amendment no. 1.
(3) Filed with the Annual Report on Form 10-K for the year ended June 30, 2013.
(4) Filed with Current Report on Form 8-K dated December 2, 2013.
(5) Filed with the Annual Report on Form 10-K for the year ended June 30, 2016.